Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Registrant Name | AGENUS INC | ||
Entity Central Index Key | 0001098972 | ||
Trading Symbol | AGEN | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 418,920,071 | ||
Entity Public Float | $ 583.5 | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $.01 Par Value | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 000-29089 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 06-1562417 | ||
Entity Address, Address Line One | 3 Forbes Road | ||
Entity Address, City or Town | Lexington | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02421 | ||
City Area Code | 781 | ||
Local Phone Number | 674-4400 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 76,110 | $ 178,674 |
Short-term investments | 14,684 | |
Accounts receivable | 25,836 | 2,741 |
Prepaid expenses | 8,098 | 13,829 |
Other current assets | 2,372 | 3,194 |
Total current assets | 112,416 | 213,122 |
Property, plant and equipment, net of accumulated amortization and depreciation of $61,943 and $54,075 at December 31, 2023 and 2022, respectively | 133,421 | 133,017 |
Operating lease right-of-use assets | 29,606 | 31,269 |
Goodwill | 24,723 | 25,467 |
Acquired intangible assets, net of accumulated amortization of $17,688 and $16,148 at December 31, 2023 and 2022, respectively | 4,411 | 6,228 |
Other long-term assets | 9,336 | 4,453 |
Total assets | 313,913 | 413,556 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | ||
Current portion, long-term debt | 146 | 575 |
Current portion, liability related to sale of future royalties and milestones | 132,502 | 83,510 |
Current portion, deferred revenue | 18 | 12,269 |
Current portion, operating lease liabilities | 2,587 | 1,943 |
Accounts payable | 61,446 | 40,939 |
Accrued liabilities | 45,283 | 38,259 |
Other current liabilities | 13,915 | 11,457 |
Total current liabilities | 255,897 | 188,952 |
Long-term debt, net of current portion | 12,768 | 12,584 |
Liability related to sale of future royalties and milestones, net of current portion | 124,556 | 187,753 |
Deferred revenue, net of current portion | 1,143 | 1,143 |
Operating lease liabilities, net of current portion | 62,511 | 63,326 |
Other long-term liabilities | 5,420 | 14,700 |
Commitments and contingencies (Note 21) | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, par value $0.01 per share; 800,000,000 shares authorized at December 31, 2023 and 2022; 394,373,240 shares and 305,573,397 shares issued at December 31, 2023 and 2022, respectively | 3,944 | 3,056 |
Additional paid-in capital | 1,792,348 | 1,644,658 |
Accumulated other comprehensive (loss) income | (955) | 915 |
Accumulated deficit | (1,955,668) | (1,709,907) |
Total stockholders' deficit attributable to Agenus Inc. | (160,331) | (61,278) |
Non-controlling interest | 11,949 | 6,376 |
Total stockholders' deficit | (148,382) | (54,902) |
Total liabilities, convertible preferred stock and stockholders' deficit | 313,913 | 413,556 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at December 31, 2023 and 2022; liquidation value of $33,886 and $33,673 at December 31, 2023, and 2022, respectively | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property plant and equipment, accumulated amortization and depreciation | $ 61,943 | $ 54,075 |
Acquired intangible assets, accumulated amortization | $ 17,688 | $ 16,148 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 394,373,240 | 305,573,397 |
Series A-1 convertible preferred stock [Member] | ||
Series A-1 convertible preferred stock, shares designated | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares issued | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares outstanding | 31,620 | 31,620 |
Series A-1 convertible preferred stock, liquidation value | $ 33,886 | $ 33,673 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenues | $ 156,314,000 | $ 98,024,000 | $ 295,665,000 |
Operating expenses: | |||
Cost of service revenue | (3,111,000) | (10,568,000) | (3,470,000) |
Research and development | (234,569,000) | (186,691,000) | (178,608,000) |
General and administrative | (78,739,000) | (81,007,000) | (76,359,000) |
Contingent purchase price consideration fair value adjustment | 556,000 | 815,000 | (11,481,000) |
Operating income (loss) | (159,549,000) | (179,427,000) | 25,747,000 |
Other income (expense): | |||
Gain on extinguishment of debt | 6,197,000 | ||
Loss on modification of debt | (1,937,000) | ||
Non-operating income | 37,000 | 12,571,000 | 5,051,000 |
Interest expense, net | (97,925,000) | (61,863,000) | (65,719,000) |
Net loss | (257,437,042) | (230,655,670) | (28,723,733) |
Dividends on Series A-1 convertible preferred stock | (213,000) | (212,000) | (211,000) |
Less: net loss attributable to non-controlling interest | (11,676,000) | (10,582,000) | (4,798,000) |
Net loss attributable to Agenus Inc. common stockholders | $ (245,974,000) | $ (220,286,000) | $ (24,137,000) |
Per common share data: | |||
Basic net loss attributable to Agenus Inc. common stockholders | $ (0.69) | $ (0.78) | $ (0.11) |
Diluted net loss attributable to Agenus Inc. common stockholders | $ (0.69) | $ (0.78) | $ (0.11) |
Weighted average number of Agenus Inc. common shares outstanding: | |||
Basic | 357,889 | 281,743 | 228,919 |
Diluted | 357,889 | 281,743 | 228,919 |
Other comprehensive loss: | |||
Foreign currency translation loss | $ (1,870,000) | $ (577,000) | $ (1,280,000) |
Other comprehensive loss | (1,870,000) | (577,000) | (1,280,000) |
Comprehensive loss | (247,844,000) | (220,863,000) | (25,417,000) |
Research and Development [Member] | |||
Revenue: | |||
Total revenues | 38,764,000 | 16,975,000 | 244,422,000 |
Service Revenue [Member] | |||
Revenue: | |||
Total revenues | 2,978,000 | 10,514,000 | 6,704,000 |
Royalty Sales Milestone [Member] | |||
Revenue: | |||
Total revenues | 25,250,000 | ||
Other Revenue [Member] | |||
Revenue: | |||
Total revenues | 184,000 | ||
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | |||
Revenue: | |||
Total revenues | $ 114,572,000 | $ 45,285,000 | $ 44,355,000 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) | Total | MiNK Therapeutics, Inc. | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] MiNK Therapeutics, Inc. | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] | Non-controlling Interest [Member] MiNK Therapeutics, Inc. | Accumulated Deficit [Member] | Series C-1 Convertible Preferred Stock [Member] | Series C-1 Convertible Preferred Stock [Member] Preferred Stock [Member] | Series A-1 convertible preferred stock [Member] Preferred Stock [Member] |
Stockholders' Equity, Beginning Balance at Dec. 31, 2020 | $ (211,498,000) | $ 1,961,000 | $ 1,257,502,000 | $ 2,772,000 | $ (7,826,000) | $ (1,465,907,000) | $ 0 | ||||||
Temporary Equity, shares at Dec. 31, 2020 | 12,000 | ||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 26,917,000 | ||||||||||||
Balance, shares at Dec. 31, 2020 | 196,093,000 | 32,000 | |||||||||||
Net loss | (28,723,733) | (4,798,000) | (23,926,000) | ||||||||||
Other comprehensive loss | (1,280,000) | (1,280,000) | |||||||||||
Share-based compensation | 19,134,000 | 17,514,000 | 1,620,000 | ||||||||||
Vesting of nonvested shares | $ 2,000 | (2,000) | |||||||||||
Vesting of nonvested shares, shares | 246,000 | ||||||||||||
Shares sold at the market | 197,648,000 | $ 442,000 | 197,206,000 | ||||||||||
Shares sold at the market, shares | 44,234,000 | ||||||||||||
Conversion of Series C-1 convertible preferred stock | 26,917,000 | $ 125,000 | 26,792,000 | $ (26,917,000) | |||||||||
Conversion of Series C-1 convertible preferred stock, shares | 12,459,000 | (12,000) | |||||||||||
Issuance of subsidiary shares to noncontrolling interest | 10,000,000 | 6,757,000 | 3,243,000 | ||||||||||
Sale of subsidiary shares in an initial public offering | 22,997,000 | $ 21,200,000 | 1,767,000 | 21,230,000 | |||||||||
Issuance of warrants | 70,000 | 70,000 | |||||||||||
Payment of CEO payroll in shares | 171,000 | $ 1,000 | 170,000 | ||||||||||
Payment of CEO payroll In shares, shares | 46,000 | ||||||||||||
Issuance of shares for services | 216,000 | $ 1,000 | 215,000 | ||||||||||
Issuance of shares for services, shares | 47,000 | ||||||||||||
Exercise of stock options and employee share purchases | 9,132,000 | $ 27,000 | 9,105,000 | ||||||||||
Exercise of stock options and employee share purchases, shares | 2,744,000 | ||||||||||||
Issuance of shares for employee bonus | 1,478,000 | $ 16,000 | 3,116,000 | $ (1,654,000) | |||||||||
Issuance of shares for employee bonus, Shares | 1,580,000 | (550,000) | |||||||||||
Retirement of treasury shares | 1,648,000 | $ (6,000) | $ 1,654,000 | ||||||||||
Retirement of treasury shares, share | (550,000) | 550,000 | |||||||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2021 | 47,909,000 | $ 2,569,000 | 1,520,212,000 | 1,492,000 | 13,469,000 | (1,489,833,000) | $ 0 | ||||||
Temporary Equity, shares at Dec. 31, 2021 | 0 | ||||||||||||
Balance, shares at Dec. 31, 2021 | 256,899,000 | 32,000 | |||||||||||
Net loss | (230,655,670) | (10,582,000) | (220,074,000) | ||||||||||
Other comprehensive loss | (577,000) | (577,000) | |||||||||||
Share-based compensation | 18,395,000 | 15,200,000 | 3,195,000 | ||||||||||
Vesting of nonvested shares | $ 2,000 | (2,000) | |||||||||||
Vesting of nonvested shares, shares | 230,000 | ||||||||||||
Shares sold at the market | 99,211,000 | $ 451,000 | 98,760,000 | ||||||||||
Shares sold at the market, shares | 45,142,000 | ||||||||||||
Issuance of subsidiary shares to noncontrolling interest | 294,000 | 294,000 | |||||||||||
Issuance of warrants | 2,332,000 | 2,332,000 | |||||||||||
Issuance of shares for services | 138,000 | $ 1,000 | 137,000 | ||||||||||
Issuance of shares for services, shares | 45,000 | ||||||||||||
Issuance of director deferred shares | 19,000 | 19,000 | |||||||||||
Issuance of director deferred shares, shares | 5,000 | ||||||||||||
Exercise of stock options and employee share purchases | 898,000 | $ 4,000 | 894,000 | ||||||||||
Exercise of stock options and employee share purchases, shares | 430,000 | ||||||||||||
Issuance of shares for milestone achievement | 500,000 | $ 2,000 | 498,000 | ||||||||||
Issuance of shares for milestone achievement, shares | 180,000 | ||||||||||||
Issuance of shares for employee bonus | 3,017,000 | $ 41,000 | 6,608,000 | $ (3,632,000) | |||||||||
Issuance of shares for employee bonus, Shares | 4,090,000 | (1,447,000) | |||||||||||
Retirement of treasury shares | 3,618,000 | $ (14,000) | $ 3,632,000 | ||||||||||
Retirement of treasury shares, share | (1,447,000) | 1,447,000 | |||||||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2022 | (54,902,000) | $ 3,056,000 | 1,644,658,000 | 915,000 | 6,376,000 | (1,709,907,000) | $ 0 | ||||||
Balance, shares at Dec. 31, 2022 | 305,574,000 | 32,000 | |||||||||||
Net loss | (257,437,042) | (11,676,000) | (245,761,000) | ||||||||||
Other comprehensive loss | (1,870,000) | (1,870,000) | |||||||||||
Share-based compensation | 22,351,000 | 18,526,000 | 3,825,000 | ||||||||||
Vesting of nonvested shares | $ 1,000 | (1,000) | |||||||||||
Vesting of nonvested shares, shares | 96,000 | ||||||||||||
Shares sold at the market | 133,157,000 | $ 844,000 | 132,313,000 | ||||||||||
Shares sold at the market, shares | 84,425,000 | ||||||||||||
Issuance of subsidiary shares to noncontrolling interest | 1,011,000 | 1,011,000 | |||||||||||
Payment of CEO payroll in shares | 146,000 | $ 2,000 | 144,000 | ||||||||||
Payment of CEO payroll In shares, shares | 167,000 | ||||||||||||
Issuance of shares for services | 690,000 | $ 4,000 | 686,000 | ||||||||||
Issuance of shares for services, shares | 391,000 | ||||||||||||
Issuance of director deferred shares | 983,000 | $ 3,000 | 980,000 | ||||||||||
Issuance of director deferred shares, shares | 250,000 | ||||||||||||
Exercise of stock options and employee share purchases | 807,000 | $ 5,000 | 731,000 | 71,000 | |||||||||
Exercise of stock options and employee share purchases, shares | 496,000 | ||||||||||||
MiNK stock dividend | $ (14,888,000) | $ 14,888,000 | |||||||||||
MiNK stock purchases | $ (606,000) | $ 1,940,000 | $ (2,546,000) | ||||||||||
Issuance of shares for employee bonus | 3,233,000 | $ 46,000 | 7,259,000 | $ (4,072,000) | |||||||||
Issuance of shares for employee bonus, Shares | 4,644,000 | (17,000) | |||||||||||
Retirement of treasury shares | 4,055,000 | $ (17,000) | $ 4,072,000 | ||||||||||
Retirement of treasury shares, share | (1,669,000) | 17,000 | |||||||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2023 | $ (148,382,000) | $ 3,944,000 | $ 1,792,348,000 | $ (955,000) | $ 11,949,000 | $ (1,955,668,000) | $ 0 | ||||||
Balance, shares at Dec. 31, 2023 | 394,374,000 | 32,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (257,437,042) | $ (230,655,670) | $ (28,723,733) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 13,588,000 | 6,946,000 | 6,788,000 |
Share-based compensation | 22,869,000 | 18,337,000 | 19,577,000 |
Non-cash royalty revenue | (114,572,000) | (45,285,000) | (44,355,000) |
Non-cash interest expense | 100,551,000 | 62,955,000 | 64,619,000 |
Gain on sale or disposal of assets, net | (1,408,000) | (16,196,000) | (3,301,000) |
Loss on impairment of assets | 0 | 6,111,000 | |
Gain on partial forgiveness of liability | (2,791,000) | ||
Loss on modification of debt | 1,937,000 | ||
Gain on extinguishment of debt | (6,197,000) | ||
Change in fair value of contingent obligations | (556,000) | (815,000) | 11,481,000 |
Other, net | 2,007,000 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (23,461,000) | 122,000 | (394,000) |
Prepaid expenses | 6,032,000 | 11,865,000 | (5,129,000) |
Accounts payable | 21,366,000 | 6,494,000 | 10,824,000 |
Deferred revenue | (12,249,000) | (10,368,000) | (21,832,000) |
Accrued liabilities and other current liabilities | 20,613,000 | 2,034,000 | (1,062,000) |
Other operating assets and liabilities | (1,545,000) | 13,937,000 | 7,850,000 |
Net cash provided by (used in) operating activities | (224,202,000) | (175,373,000) | 10,145,000 |
Cash flows from investing activities: | |||
Proceeds from sale of property, plant and equipment | 3,363,000 | 21,998,000 | 5,656,000 |
Purchases of property, plant and equipment | (9,954,000) | (53,062,000) | (33,814,000) |
Purchases of available-for-sale securities | (14,647,000) | (24,629,000) | (14,992,000) |
Proceeds from sale of available-for-sale securities | 30,000,000 | 25,000,000 | |
Purchase of long-term investment | (5,396,000) | ||
Proceeds from sale of long-term investment | 34,000 | ||
Cash paid for business acquisition, net | (2,917,000) | ||
Net cash provided by (used in) investing activities | 3,400,000 | (33,610,000) | (43,150,000) |
Cash flows from financing activities: | |||
Net proceeds from sale of equity | 133,157,000 | 99,211,000 | 197,648,000 |
Net proceeds from sale of subsidiary shares in an initial public offering | 22,997,000 | ||
Proceeds from employee stock purchases and option exercises | 807,000 | 898,000 | 9,132,000 |
Purchase of treasury shares to satisfy tax withholdings | (4,566,000) | (3,789,000) | (1,654,000) |
Purchase of subsidiary shares | (606,000) | ||
Payment of contingent purchase price consideration | (1,542,000) | ||
Repayments of debt | (462,000) | ||
Payment of finance lease obligations | (8,926,000) | (490,000) | (855,000) |
Net cash provided by financing activities | 119,866,000 | 95,830,000 | 225,264,000 |
Effect of exchange rate changes on cash | (628,000) | (104,000) | (164,000) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (101,564,000) | (113,257,000) | 192,095,000 |
Cash, cash equivalents and restricted cash, beginning of period | 181,343,000 | 294,600,000 | 102,505,000 |
Cash, cash equivalents and restricted cash, end of period | 79,779,000 | 181,343,000 | 294,600,000 |
Supplemental cash flow information: | |||
Cash paid for interest | 3,168,000 | 1,143,000 | 1,152,000 |
Supplemental disclosures - non-cash activities: | |||
Purchases of plant and equipment in accounts payable and accrued liabilities | 4,580,000 | 5,363,000 | |
Issuance of subsidiary shares for employee bonus | 1,011,000 | 294,000 | |
Issuance of subsidiary shares to noncontrolling interest | 1,011,000 | 294,000 | 10,000,000 |
Insurance financing agreements | 707,000 | 1,377,000 | 1,630,000 |
Lease right-of-use assets obtained in exchange for new operating lease liabilities | 318,000 | 9,206,000 | 1,649,000 |
Lease right-of-use assets obtained in exchange for new finance lease liabilities | 4,812,000 | 25,027,000 | 762,000 |
Employee Bonus [Member] | |||
Supplemental disclosures - non-cash activities: | |||
Issuance of common stock | 7,288,000 | 6,635,000 | 3,126,000 |
Payment for Services [Member] | |||
Supplemental disclosures - non-cash activities: | |||
Issuance of common stock | $ 690,000 | 138,000 | 216,000 |
Milestone Achievement [Member] | |||
Supplemental disclosures - non-cash activities: | |||
Issuance of common stock | $ 500,000 | ||
Series C-1 Convertible Preferred Stock [Member] | |||
Supplemental disclosures - non-cash activities: | |||
Conversion of series C-1 convertible preferred stock to common stock, $0.01 par value | $ 26,917,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2023 $ / shares |
Supplemental disclosures - non-cash activities: | |
Preferred stock, par value | $ 0.01 |
Common stock, par value | 0.01 |
Employee Bonus [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | 0.01 |
Payment for Services [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | 0.01 |
Milestone Achievement [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | 0.01 |
Business Acquisition [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid and certain financial performance of the Company for Dr. Armen, our principal executive officer (“PEO”), and our named executive officers other than our PEO (“Non-PEO NEOs”) for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. As noted in the CD&A, the principal incentive elements in the Company’s executive compensation program for 2023 were delivered in the form of annual bonuses (paid in the form of time-based options in lieu of cash) and equity awards in the form of time-based options. As is the case with many companies in the biotechnology industry, our incentive objectives are generally tied to the Company’s strategic and operational goals, and we did not use financial measures to link executive compensation to our financial performance in 2023. Accordingly, we have not included any “Company Selected Measure,” as contemplated under the SEC Pay Versus Performance disclosure rules, or provided a tabular list of financial performance measures. Value of Initial Fixed $100 Investment Based On: Year Summary Compensation Table Total for PEO ($) (1) Compensation Actually Paid to PEO ($) (2) Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) Average Compensation Actually Paid to Non-PEO NEOs ($) (4) Total Shareholder Return (5) Peer Group Total Shareholder Return (6) Net Loss ($) (7) Company Selected Measure 2023 5,856,319 ( 1,232,388 ) 1,074,363 848,288 20.39 115.42 ( 257,437,042 ) N/A 2022 5,626,310 ( 1,356,412 ) 969,686 1,088,774 58.97 111.27 ( 230,655,670 ) N/A 2021 9,757,448 8,844,707 2,809,564 2,548,466 79.12 124.89 ( 28,723,733 ) N/A 2020 5,637,244 ( 1,572,801 ) 1,178,911 755,519 78.13 125.69 ( 182,891,108 ) N/A (1) Represents the total from the Summary Compensation Table in each applicable year for Dr. Armen , who was the PEO for all four years reported in the table (2020-2023). (2) Represents the amount of compensation actually paid to Dr. Armen, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the adjustments made to the PEO’s total compensation for each year to determine the compensation actually paid for the relevant year. (3) Represents the average total from the Summary Compensation Table in each applicable year for the Non-PEO NEOs, which are comprised of: for 2023 and 2022, Dr. O’Day and Ms. Klaskin; and for 2021, Drs. Buell and O’Day, Ms. Klaskin, and Mr. Krauss, and for 2020, Dr. Buell, Mr. Kearns, Ms. Klaskin, and Mr. Krauss. (4) Represents the average amount of compensation actually paid to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The chart below details the adjustments made to the average total compensation for each year to determine the compensation actually paid for the relevant year. (5) Represents the cumulative total shareholder return on $100 invested in the Company’s common stock as of the last day of public trading of the Company’s common stock in fiscal year 2019 through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total shareholder return is reported. The Company did not pay dividends for any of 2023, 2022, 2021, or 2020. (6) Represents the weighted cumulative total shareholder return on $100 invested in our peer group as of the last day of public trading in fiscal year 2019 through the last day of public trading in the applicable fiscal year for which the cumulative total shareholder return is reported. The peer group used for this purpose is the Nasdaq Biotechnology Index for all four years disclosed, which is the same peer group used in our Annual Report on Form 10-K for each of these years for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented. (7) Represents net income (loss) disclosed in our Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020, as applicable. Compensation Actually Paid Adjustments Year Summary Compensation Table Total ($) (Minus) Option Awards and Stock Awards Columns from the Summary Compensation Table ($) Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) Plus (Minus) Change in Fair Value from Prior Fiscal Year-end of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) Fair Value as of the Vesting Date of Awards Granted and that Vest in the Same Year ($) Plus (Minus) Change in Fair Value from Prior Fiscal Year-End Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Fiscal Year ($) Compensation Actually Paid ($) PEO 2023 5,856,319 ( 4,208,320 ) — ( 1,890,743 ) 937,500 ( 1,927,144 ) — ( 1,232,388 ) 2022 5,626,310 ( 3,999,800 ) 2,887,244 ( 1,600,793 ) 937,498 ( 2,359,064 ) ( 2,847,806 ) ( 1,356,412 ) 2021 9,757,448 ( 8,276,866 ) 3,981,765 ( 168,188 ) 589,498 2,961,050 — 8,844,707 2020 5,637,244 ( 4,563,132 ) 3,634,486 ( 3,083,658 ) — ( 10,353 ) ( 3,187,388 ) ( 1,572,801 ) Non-PEO NEOs (Average) 2023 1,074,363 ( 292,147 ) — ( 148,336 ) 279,019 ( 64,611 ) — 848,288 2022 969,686 ( 261,250 ) 189,950 ( 27,408 ) 254,873 ( 14,653 ) ( 22,424 ) 1,088,774 2021 2,809,564 ( 1,423,324 ) 734,629 ( 12,412 ) 130,087 309,922 — 2,548,466 2020 1,178,911 ( 759,380 ) 624,484 ( 222,779 ) — ( 18,190 ) ( 47,527 ) 755,519 For the values of equity awards included in the above table, fair values are calculated in accordance with FASB ASC Topic 718 and, in the case of performance-based stock options and performance shares, are based on the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by our Compensation Committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. Relationship Between Pay and Performance Description of Relationship between PEO and average Non-PEO NEO compensation actually paid and our Net Income (Loss) As noted above, as is the case with many companies in the biotechnology industry, the Company’s incentive objectives are generally tied to our strategic and operational goals rather than financial goals. Accordingly, our compensation program is not influenced by financial metrics, such as net income. For 2020, our net loss was $182.9 million as compared to the “compensation actually paid” of a negative $1.6 million for Dr. Armen and $0.8 million for the average of our Non-PEO NEOs. For 2021, our net loss was $28.7 million while the “compensation actually paid” paid for Dr. Armen and the average for our Non-PEO NEOs was $8.8 million and $2.5 million, respectively. In 2022, our net loss was $230.7 million while the “compensation actually paid” paid for Dr. Armen and the average for our Non-PEO NEOs was negative $1.4 million and a positive $1.1 million, respectively. With respect to 2023, our net loss was $257.4 million, while the “compensation actually paid” was a negative $1.2 million for Dr. Armen and a positive $0.8 million for the average of our Non-PEO NEOs. The fluctuations in our “compensation actually paid” were driven by the fluctuations in our stock price over the four-year period, particularly in light of the leverage of our executive compensation program towards equity awards. Description of Relationship between PEO and average Non-PEO NEO compensation actually paid and our TSR The following chart sets forth the relationship between compensation actually paid to our PEO and, the average compensation actually paid to our other Non-PEO NEOs, each as set forth in the table above, and our total shareholder return ("TSR") over the four-year period from 2020 through 2023. Description of Relationship between our TSR and Peer Group Index TSR The following chart compares our TSR over the four-year period from 2020 through 2023 to that of the NASDAQ Biotechnology Index over the same time period. | |||
Named Executive Officers, Footnote | (1) Represents the total from the Summary Compensation Table in each applicable year for Dr. Armen , who was the PEO for all four years reported in the table (2020-2023). (3) Represents the average total from the Summary Compensation Table in each applicable year for the Non-PEO NEOs, which are comprised of: for 2023 and 2022, Dr. O’Day and Ms. Klaskin; and for 2021, Drs. Buell and O’Day, Ms. Klaskin, and Mr. Krauss, and for 2020, Dr. Buell, Mr. Kearns, Ms. Klaskin, and Mr. Krauss. | |||
PEO Total Compensation Amount | $ 5,856,319 | $ 5,626,310 | $ 9,757,448 | $ 5,637,244 |
PEO Actually Paid Compensation Amount | $ (1,232,388) | (1,356,412) | 8,844,707 | (1,572,801) |
Adjustment To PEO Compensation, Footnote | Compensation Actually Paid Adjustments Year Summary Compensation Table Total ($) (Minus) Option Awards and Stock Awards Columns from the Summary Compensation Table ($) Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) Plus (Minus) Change in Fair Value from Prior Fiscal Year-end of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) Fair Value as of the Vesting Date of Awards Granted and that Vest in the Same Year ($) Plus (Minus) Change in Fair Value from Prior Fiscal Year-End Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Fiscal Year ($) Compensation Actually Paid ($) PEO 2023 5,856,319 ( 4,208,320 ) — ( 1,890,743 ) 937,500 ( 1,927,144 ) — ( 1,232,388 ) 2022 5,626,310 ( 3,999,800 ) 2,887,244 ( 1,600,793 ) 937,498 ( 2,359,064 ) ( 2,847,806 ) ( 1,356,412 ) 2021 9,757,448 ( 8,276,866 ) 3,981,765 ( 168,188 ) 589,498 2,961,050 — 8,844,707 2020 5,637,244 ( 4,563,132 ) 3,634,486 ( 3,083,658 ) — ( 10,353 ) ( 3,187,388 ) ( 1,572,801 ) Non-PEO NEOs (Average) 2023 1,074,363 ( 292,147 ) — ( 148,336 ) 279,019 ( 64,611 ) — 848,288 2022 969,686 ( 261,250 ) 189,950 ( 27,408 ) 254,873 ( 14,653 ) ( 22,424 ) 1,088,774 2021 2,809,564 ( 1,423,324 ) 734,629 ( 12,412 ) 130,087 309,922 — 2,548,466 2020 1,178,911 ( 759,380 ) 624,484 ( 222,779 ) — ( 18,190 ) ( 47,527 ) 755,519 | |||
Non-PEO NEO Average Total Compensation Amount | $ 1,074,363 | 969,686 | 2,809,564 | 1,178,911 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 848,288 | 1,088,774 | 2,548,466 | 755,519 |
Compensation Actually Paid vs. Total Shareholder Return | The following chart sets forth the relationship between compensation actually paid to our PEO and, the average compensation actually paid to our other Non-PEO NEOs, each as set forth in the table above, and our total shareholder return ("TSR") over the four-year period from 2020 through 2023. | |||
Total Shareholder Return Vs Peer Group | The following chart compares our TSR over the four-year period from 2020 through 2023 to that of the NASDAQ Biotechnology Index over the same time period. | |||
Total Shareholder Return Amount | $ 20.39 | 58.97 | 79.12 | 78.13 |
Peer Group Total Shareholder Return Amount | $ 115.42 | 111.27 | 124.89 | 125.69 |
PEO Name | Dr. Armen | |||
Net Loss | $ (257,437,042) | (230,655,670) | (28,723,733) | (182,891,108) |
PEO | (Minus) Option Awards and Stock Awards Columns from Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (4,208,320) | (3,999,800) | (8,276,866) | (4,563,132) |
PEO | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,887,244 | 3,981,765 | 3,634,486 | |
PEO | Plus (Minus) Change in Fair Value from Prior Fiscal Year-end of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,890,743) | (1,600,793) | (168,188) | (3,083,658) |
PEO | Fair Value as of Vesting Date of Awards Granted and That Vest in Same Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 937,500 | 937,498 | 589,498 | |
PEO | Plus (Minus) Change in Fair Value from Prior Fiscal Year-End Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,927,144) | (2,359,064) | 2,961,050 | (10,353) |
PEO | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (2,847,806) | (3,187,388) | ||
Non-PEO NEO | (Minus) Option Awards and Stock Awards Columns from Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (292,147) | (261,250) | (1,423,324) | (759,380) |
Non-PEO NEO | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 189,950 | 734,629 | 624,484 | |
Non-PEO NEO | Plus (Minus) Change in Fair Value from Prior Fiscal Year-end of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (148,336) | (27,408) | (12,412) | (222,779) |
Non-PEO NEO | Fair Value as of Vesting Date of Awards Granted and That Vest in Same Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 279,019 | 254,873 | 130,087 | |
Non-PEO NEO | Plus (Minus) Change in Fair Value from Prior Fiscal Year-End Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (64,611) | (14,653) | $ 309,922 | (18,190) |
Non-PEO NEO | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (22,424) | $ (47,527) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Description Of Business [Abstract] | |
Description of Business | (1) Description of Business Agenus Inc. (including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a leading clinical-stage biotechnology company developing therapies targeting cancer with a robust pipeline of immunological agents. Our mission is to expand patient populations benefiting from cancer immunotherapy through combination approaches, using a broad repertoire of antibody therapeutics, adoptive cell therapies (through our subsidiary MiNK Therapeutics, Inc. (“MiNK”)), and vaccine adjuvants (through our subsidiary SaponiQx, Inc. (“SaponiQx”)). We believe that combination therapies and a deep understanding of each patient’s cancer will significantly expand the patient population benefiting from immuno-oncology (“I-O”) treatments. In addition to our diverse pipeline, we have established fully integrated capabilities encompassing novel target discovery, antibody generation, cell line development, and current good manufacturing practice ("cGMP") manufacturing. We believe these integrated capabilities enable us to develop and, if approved, commercialize novel candidates on accelerated timelines compared to industry standards. Through independent development and strategic partnerships, we leverage our scientific expertise and capabilities to drive innovation in the I-O field. Our I-O portfolio is driven by several platforms and programs, which we plan to utilize individually and in combination: • Multiple antibody discovery platforms, including proprietary display technologies, to identify future antibody candidates. • Antibody candidate programs, including our lead assets, botensilimab (a multifunctional immune cell activator and human Fc-enhanced cytotoxic T-lymphocyte antigen 4 (CTLA-4) blocking antibody, also known as AGEN1811) and balstilimab (a programmed death receptor-1 (PD-1) blocking antibody). • Our saponin-based vaccine adjuvant platform, primarily centered around our STIMULON cultured plant cell (“cpc”) QS-21 adjuvant (“STIMULON cpcQS-21”). • A pipeline of novel allogeneic invariant natural killer T cell therapies for treating cancer and other immune-mediated diseases, controlled by MiNK. Our business activities include product research, preclinical and clinical development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require successful clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations. Our cash, cash equivalents and short-term investments at December 31, 2023 were $ 76.1 million, a decrease of $ 117.2 million from December 31, 2022 . Cash and cash equivalents of our subsidiary, MiNK, at September 30, 2023, were $ 6.4 million. MiNK cash can only be accessed by Agenus through a declaration of a dividend by the MiNK Board of Directors or through settlement of intercompany balances. We have incurred significant losses since our inception. As of December 31, 2023, we had an accumulated deficit of $ 1.96 billion and $ 13.0 million of subordinated notes maturing in February 2025 . We have financed our operations through income and revenues generated from corporate partnerships, advance royalty sales and proceeds from equity issuances. Based on our current plans and projections, we believe that our cash resources of $ 76.1 million at December 31, 2023, plus the milestone payment received in the first quarter of 2024, as well as additional funding we may receive from multiple sources, including out-licensing and/or partnering opportunities and the sale of non-strategic assets, and the repayment of our subordinated notes, will be sufficient to satisfy our liquidity requirements through the end of the year and into 2025. We are in discussions to sell, or use as collateral for financing, two non-strategic assets. We are also in discussions for a potential structured financing for botensilimab/balstilimab, as well as a potential corporate collaboration with a large pharma or biotech company. These transactions could further extend our cash resources. However, because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Annual Report on Form 10-K. The financial statements have been prepared on a basis that assumes Agenus will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management continues to address the Company’s liquidity position and has the flexibility to adjust spending as needed in order to preserve liquidity. In August 2023, we prioritized and focused our resources to accelerate the development, registration, and commercialization of our lead asset postponing all preclinical and other clinical programs and reducing our workforce by approximately 25 %. Our CEO, Dr. Garo Armen has elected to receive his base salary and any potential bonus payments in stock rather than cash. We continuously evaluate the likelihood of success of our programs. As such, our decisions to continue to fund or eliminate funding of each of our programs are predicated on these determinations, on an ongoing basis. We expect our sources of funding to include payments from current collaborations which include milestones and royalty payments from companies, including Bristol-Myers Squibb Company, UroGen Pharma Ltd., Gilead Sciences, Inc., and Incyte Corporation; out-licensing and/or partnering opportunities for our portfolio programs and product candidates with multiple parties; additional third-party agreements; asset sales; royalty monetization; project financing, and/or sales of equity securities. Research and development program costs include compensation and other direct costs plus an allocation of indirect costs, based on certain assumptions, and our review of the status of each program. Our product candidates are in various stages of development and significant additional expenditures will be required if we start new trials, encounter delays in our programs, apply for regulatory approvals, continue development of our technologies, expand our operations, and/or bring our product candidates to market. The eventual total cost of each clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, and number of patients. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because many of our antibody programs are early stage, and because any further development is dependent on clinical trial results, among other factors, we are unable to reliably estimate the cost of completing our research and development programs or the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements, and, therefore, when, if ever, material cash inflows are likely to commence. We will continue to adjust our spending as needed in order to preserve liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Agenus and our subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Non-controlling interest in the consolidated financial statements represents the portion of two of our subsidiaries not 100% owned by Agenus. Refer to Note 12 for additional detail. In the year ended December 31, 2023, we deconsolidated certain foreign subsidiaries and recognized a gain of approximately $ 132,000 , included in "Other income (expense)" on our consolidated statements of operations and comprehensive loss. (b) Segment Information We are managed and currently operate as four segments. However, we have concluded that our operating segments meet the criteria required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting to be aggregated into one reportable segment. Our operating segments have similar economic characteristics and are similar with respect to the five qualitative characteristics specified in ASC 280. Accordingly, we do not have separately reportable segments as defined by ASC 280 . (c) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base those estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. (d) Cash and Cash Equivalents We consider all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. Cash equivalents consist primarily of money market funds and U.S. Treasury Bills. (e) Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk are primarily cash equivalents, investments, and accounts receivable. We invest our cash, cash equivalents and short-term investments in accordance with our investment policy, which specifies high credit quality standards and limits the amount of credit exposure from any single issue, issuer, or type of investment. We carry balances in excess of federally insured levels; however, we have not experienced any losses to date from this practice. (f) Accounts Receivable Accounts receivable are amounts due from our collaboration partners and customers as a result of research and development and other services provided, as well as the shipment of clinical product. We considered the need for an allowance for doubtful accounts and have concluded that no allowance was needed as of December 31, 2023 and 2022 , as the estimated risk of loss on our accounts receivable was determined to be minimal. (g) Property, Plant and Equipment Property, plant and equipment, including software developed for internal use, are carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Amortization and depreciation of plant and equipment was $ 11.9 million, $ 4.7 million, and $ 4.6 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Construction in progress represents direct and indirect construction costs for leasehold improvements and costs of acquisition and installation of equipment. Amounts classified as construction in progress are transferred to their respective property and equipment account when the activities necessary to prepare the assets for their intended use are completed and the assets are placed in service. Depreciation is not recorded for assets classified as construction in progress. (h) Fair Value of Financial Instruments The estimated fair values of all our financial instruments approximate their carrying amounts in the consolidated balance sheets. The fair value of our outstanding debt is based on a present value methodology. The outstanding principal amount of our debt, including the current portion, was $ 13.1 million and $ 13.6 million at December 31, 2023 and 2022 , respectively. (i) Revenue Recognition We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). For the years ended December 31, 2023, 2022 and 2021 , 73 %, 72 % and 74 %, respectively, of our revenue was earned from one collaboration partner. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps: 1) Identify the contract with the customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s contracts with customers in Note 15. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative stand-alone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative stand-alone selling prices. Determining the amount of the transaction price to allocate to each separate performance obligation requires significant judgement, which is discussed in further detail for each of the Company’s contracts with customers in Note 15. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, settle liabilities, and holding or selling the asset. ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation: 1. Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g. surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units of produced or units delivered); and 2. Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used, it should be consistently applied throughout the life of the contract; however, it is not necessary for the Company to use the same approach for all contracts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Up-front Fees: Depending on the nature of the agreement, up-front payments and fees may be recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. (j) Foreign Currency Transactions Gains and losses from our foreign currency-based accounts and transactions, such as those resulting from the translation and settlement of receivables and payables denominated in foreign currencies, are included in the consolidated statements of operations within other income (expense). We recorded a foreign currency loss of $ 0.1 million for the year ended December 31, 2023 , a foreign currency loss of $ 0.4 million for the year ended December 31, 2022 , and a foreign currency gain of $ 1.0 million for the year ended December 31, 2021 . (k) Research and Development Research and development expenses include the costs associated with our internal research and development activities, including salaries and benefits, share-based compensation, occupancy costs, clinical manufacturing costs, related administrative costs, and research and development conducted for us by outside advisors, such as sponsored university-based research partners and clinical study partners. We account for our internally managed clinical study costs by estimating the total cost to treat a patient in each clinical trial and recognizing this cost based on estimates of when the patient receives treatment, beginning when the patient enrolls in the trial. Research and development expenses also include the cost of clinical trial materials shipped to our research partners. Research and development costs are expensed as incurred. (l) Share-Based Compensation We account for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Share-based compensation expense is recognized based on the estimated grant date fair value. Compensation cost for awards with time-base vesting is recognized on a straight-line basis over the requisite service period of the award. Forfeitures are recognized as they occur. See Note 13 for a further discussion on share-based compensation. (m) Income Taxes Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such items are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. Deferred tax assets which are not more likely than not to be realized are subject to valuation allowance. (n) Net Loss Per Share Basic income and loss per common share are calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares, convertible preferred stock, and convertible notes. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2023, 2022, and 2021, as they would be anti-dilutive: Year Ended 2023 2022 2021 Warrants 1,980 1,980 1,980 Stock options 42,827 35,985 32,764 Nonvested shares 543 356 1,018 Series A-1 convertible preferred stock 333 333 333 (o) Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Annually we assess whether there is an indication that goodwill is impaired, or more frequently if events and circumstances indicate that the asset might be impaired during the year. We perform our annual impairment test as of October 31 of each year. The first step of our impairment analysis compares the fair value of our reporting units to their net book value to determine if there is an impairment. We operate as four reporting units . As of December 31, 2023, approximately $ 24.1 million of our goodwill balance is allocated to a reporting unit with a negative carrying amount. No goodwill impairment has been recognized for the periods presented. (p) Long-lived Assets If required based on certain events and circumstances, recoverability of assets to be held and used, other than goodwill and intangible assets not being amortized, is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Authoritative guidance requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. (q) Leases We account for leases in accordance with ASC 842, Leases ("ASC 842"). At the inception of an agreement, we determine whether the contract contains a lease. If a lease is identified in such arrangement, we recognize a right-of-use asset and liability on our consolidated balance sheet and determine whether the lease should be classified as a finance or operating lease. We have elected not to recognize assets or liabilities for leases with lease terms of 12 months or less. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset by the end of the lease term, (ii) we hold an option to purchase the leased asset that we are reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Our leases commence when the lessor makes the asset available for our use. Finance and operating lease right-of-use assets and liabilities are recognized at the lease commencement date. Lease liabilities are recognized as the present value of the lease payments over the lease term, net of any future lease incentives to be received, using the discount rate implicit in the lease. If the implicit rate is not readily determinable, as is the case with all our current leases, we utilize our incremental borrowing rate at the lease commencement date. Right-of-use assets are recognized based on the amount of the lease liability, adjusted for any advance lease payments paid, initial direct costs incurred, or lease incentives received prior to commencement. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term, unless the right-of-use asset reflects impairment. We will then recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expense in our consolidated statement of operations. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term, unless the lease includes a provision that either (i) results in the transfer of ownership of the underlying asset at the end of the lease term or (ii) includes a purchase option whose exercise is reasonably certain. In either of these instances, the right-of-use asset is amortized over the useful life of the underlying asset. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance lease liability. We do not separate lease and non-lease components for any of our current asset classes when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed in the period incurred. If a lease includes an option to extend or terminate the lease, we reflect the option in the lease term if it is reasonably certain the option will be exercised. Our right of use assets and lease liabilities generally exclude periods covered by renewal options and include periods covered by early termination options (based on our conclusion that it is not reasonably certain that we will exercise such options). We accounted for the sublease of space in our main Lexington, Massachusetts facility from the perspective of a lessor. Our sublease was classified as an operating lease. We recorded sublease income as a reduction of operating expense. Operating leases are recorded in “Operating lease right-of-use assets”, “Current portion, operating lease liabilities” and “Operating lease liabilities, net of current portion”, while finance leases are recorded in “Property, plant and equipment, net”, “Other current liabilities” and “Other long-term liabilities” on our consolidated balance sheets. (r) Recent Accounting Pronouncements Recently Issued and Adopted In January 2017, the Financial Accounting Standards Board (the "FASB") issued ASU 2017-04 , Intangibles – Goodwill and Other (Topic 350) that will eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value. We adopted the standard on January 1, 2023 . The adoption did not have a material impact on our consolidated financial statements. Recently Issued, Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires incremental annual and quarterly disclosures about segment measures of profit or loss as well as significant segment expenditures. It also requires public entities with a single reportable segment to provide all segment disclosures required by the amendments and all existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. As we have a single reportable segment, we expect the adoption of this standard to result in increased disclosures in the notes to our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires incremental annual disclosures around income tax rate reconciliations, income taxes paid and other related disclosures. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for any annual periods for which financial statements have not been issued or made available for issuance. We are currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements. No other new accounting pronouncement issued or effective during the year ended December 31, 2023 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Acquisitions | (3) Business Acquisitions 4-Antibody On January 10, 2014, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) providing for our acquisition of all of the outstanding capital stock of Agenus Switzerland Inc. (formerly known as 4-Antibody AG) (“4-AB”), from the shareholders of 4-AB (the “4-AB Shareholders”). Contingent milestone payments of up to $ 40.0 million (the “contingent purchase price consideration”), payable in cash or shares of our common stock at our option, are due to the 4-AB Shareholders as follows: (i) $ 20.0 million upon our market capitalization exceeding $ 300.0 million for 10 consecutive trading days prior to the earliest of (a) the fifth anniversary of the Closing Date (b) the sale of the 4-AB or (c) the sale of Agenus; (ii) $ 10.0 million upon our market capitalization exceeding $ 750.0 million for 30 consecutive trading days prior to the earliest of (a) the tenth anniversary of the Closing Date (b) the sale of 4-AB, or (c) the sale of Agenus, and (iii) $ 10.0 million upon our market capitalization exceeding $ 1.0 billion for 30 consecutive trading days prior to the earliest of (a) the tenth anniversary of the Closing Date, (b) the sale of 4-AB, or (c) the sale of Agenus. During January 2015, the first milestone noted above was achieved and, during 2021, the remaining two milestones were achieved. PhosImmune Inc. On December 23, 2015 (the “PhosImmune Closing Date”), we entered into a Purchase Agreement with PhosImmune Inc., a privately-held Virginia corporation (“PhosImmune”), the securityholders of PhosImmune (the “PhosImmune Securityholders”) and Fanelli Haag PLLC, as representative of the PhosImmune Securityholders providing for the acquisition of all outstanding securities of PhosImmune. Contingent milestone payments up to $ 35.0 million payable in cash and/or stock at our option are due as follows: (i) $ 5.0 million upon the closing trading price of our common stock equals or exceeds $ 8.00 for 60 consecutive trading days prior to the earlier of (a) the fifth anniversary of the PhosImmune Closing Date (this milestone expired unachieved on December 23, 2020 ) or (b) the sale of Agenus; (ii) $ 15.0 million if the closing trading price of our common stock equals or exceeds $ 13.00 for 60 consecutive trading days prior to the earlier of (a) the tenth anniversary of the PhosImmune Closing Date or (b) the sale of Agenus; and (iii) $ 15.0 million if the closing trading price of our common stock equals or exceeds $ 19.00 for 60 consecutive trading days prior to the earlier of (a) the tenth anniversary of the PhosImmune Closing Date or (b) the sale of Agenus. The contingent consideration has an insignificant fair value, refer to Note 20 for additional detail. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | (4) Goodwill and Acquired Intangible Assets The following table sets forth the changes in the carrying amount of goodwill for year ended December 31, 2023 (in thousands): Balance, December 31, 2022 $ 25,467 Disposals ( 805 ) Effect of foreign currency 61 Balance, December 31, 2023 $ 24,723 Acquired intangible assets consisted of the following at December 31, 2023 and 2022 (in thousands): As of December 31, 2023 Amortization Gross carrying Accumulated Net carrying Intellectual Property 7 - 15 years $ 16,841 $ ( 15,184 ) $ 1,657 Trademarks 4 - 4.5 years 1,213 ( 1,185 ) 28 Other 2 - 7 years 1,988 ( 1,319 ) 669 In-process research and development Indefinite 2,057 — 2,057 Total $ 22,099 $ ( 17,688 ) $ 4,411 As of December 31, 2022 Amortization Gross carrying Accumulated Net carrying Intellectual Property 7 - 15 years $ 16,790 $ ( 13,782 ) $ 3,008 Trademarks 4.5 years 1,272 ( 1,139 ) 133 Other 2 - 7 years 2,278 ( 1,227 ) 1,051 In-process research and development Indefinite 2,036 — 2,036 Total $ 22,376 $ ( 16,148 ) $ 6,228 The weighted average amortization period of our finite-lived intangible assets is approximately 9 years . Amortization expense for the years ended December 31, 2023, 2022, and 2021 was $ 1.5 million, $ 2.2 million and $ 2.1 million, respectively. Amortization expense related to acquired intangibles is estimated at $ 0.6 million for 2024, $ 0.5 million for each of 2025 and 2026, $ 0.4 for 2027 and $ 0.3 million for 2028. IPR&D acquired in a business combination is capitalized at fair value until the underlying project is completed and is subject to impairment testing. Once the project is completed, the carrying value of IPR&D is amortized over the estimated useful life of the asset. Post-acquisition research and development expenses related to the acquired IPR&D are expensed as incurred. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Investments | (5) Investments Cash Equivalents and Short-term Investments Cash equivalents and short-term investments consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Cost Estimated Cost Estimated Institutional Money Market Funds $ 70,485 $ 70,485 $ 149,856 $ 149,856 U.S. Treasury Bills — — 29,522 29,522 Total $ 70,485 $ 70,485 $ 179,378 $ 179,378 As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses for the years ended December 31, 2023, 2022 and 2021. Of the investments listed above, $ 70.5 million and $ 164.7 million were classified as cash equivalents on our consolidated balance sheets as of December 31, 2023 and 2022 and as of December 31, 2022, $ 14.7 million were classified as short-term investments . |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | (6) Restricted Cash As of December 31, 2023 , we maintained non-current restricted cash of $ 3.7 million and as of both December 31, 2022 and 2021, we maintained non-current restricted cash of $ 2.7 million . These amounts are included within “Other long-term assets” in our consolidated balance sheets and are comprised of deposits under letters of credit required under our facility leases. The following table provides a reconciliation of cash, cash equivalents and restricted cash that agrees to the total of the aforementioned amounts shown in our consolidated statements of cash flows as of December 31, 2023, 2022 and 2021, respectively (in thousands): 2023 2022 2021 Cash and cash equivalents $ 76,110 $ 178,674 $ 291,931 Restricted cash 3,669 2,669 2,669 Cash, cash equivalents and restricted cash $ 79,779 $ 181,343 $ 294,600 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (7) Property, Plant and Equipment Property, plant and equipment, net as of December 31, 2023 and 2022 consist of the following (in thousands): 2023 2022 Estimated Land $ 12,286 $ 12,286 Indefinite Building and building improvements 5,837 5,654 35 years Furniture and fixtures 6,448 5,872 3 to 10 years Laboratory, manufacturing and transportation equipment 64,276 58,914 4 to 15 years Leasehold improvements 95,645 28,758 2 to 14 years Software and computer equipment 9,360 9,144 3 years Construction in progress 1,512 66,464 195,364 187,092 Less accumulated depreciation and amortization ( 61,943 ) ( 54,075 ) Total $ 133,421 $ 133,017 During the years ended December 31, 2022 and 2021, we sold land with a recorded value of $ 5.7 and $ 2.3 million, respectively, and recorded gains on the sales of $ 16.3 million and $ 3.4 million, respectively, in "other income" in our consolidated statements of operations and comprehensive loss. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (8) Income Taxes We are subject to taxation in the U.S. and in various state, local, and foreign jurisdictions. We remain subject to examination by U.S. Federal, state, local, and foreign tax authorities for tax years 2020 through 2023. With a few exceptions, we are no longer subject to U.S. Federal, state, local, and foreign examinations by tax authorities for the tax year 2019 and prior. However, net operating losses from the tax year 2019 and prior would be subject to examination if and when used in a future tax return to offset taxable income. Our policy is to recognize income tax related penalties and interest, if any, in our provision for income taxes and, to the extent applicable, in the corresponding income tax assets and liabilities, including any amounts for uncertain tax positions. As of December 31, 2023 , we had available net operating loss carryforwards of $ 814.1 million and $ 390.7 million for Federal and state income tax purposes, respectively, which are available to offset future Federal and state taxable income, if any, $ 308.4 million of these Federal and $ 1.7 million of these State net operating loss carryforwards do not expire, while the remaining net operating loss carryforwards expire between 2024 and 2043 . Our ability to use these net operating losses may be limited by change of control provisions under Internal Revenue Code Section 382 and may expire unused. In addition, we have $ 7.5 million and $ 1.8 million of Federal and state research and development credits, respectively, available to offset future taxable income. These Federal and state research and development credits expire between 2024 and 2034 and 2024 and 2030 , respectively. Additionally, we have $ 29,000 of state investment tax credits, available to offset future taxable income that expire in 2024 . We also have foreign net operating loss carryforwards, which do not expire, available to offset future foreign taxable income of $ 16.2 million in the United Kingdom, $ 9.1 million in Belgium, $ 715,000 in Ireland, and $ 289,000 in Hong Kong and $ 1.2 million in Russia. Additionally, we have $ 1.0 million of net operating loss carryforwards, in Switzerland, which begin to expire in 2030 . The potential impacts of these provisions are among the items considered and reflected in management’s assessment of our valuation allowance requirements. Beginning January 1, 2022, the Tax Cuts and Jobs Act (the "Tax Act”) eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code (“IRC”) Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. We have included the impact of this provision, which results in additional deferred tax assets of approximately $ 70.9 million and $ 41.5 million as of December 31, 2023 and 2022, respectively. The tax effect of temporary differences and net operating loss and tax credit carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 are presented below (in thousands). 2023 2022 Deferred tax assets: U.S. Federal and State net operating loss carryforwards $ 191,671 $ 175,058 Foreign net operating loss carryforwards 7,093 7,203 Research and development tax credits 8,348 9,979 Share-based compensation 5,083 6,163 Intangible Assets 24,563 31,070 Interest expense carryforward 12,183 16,140 Deferred Revenue 46,025 51,959 Lease Liability 17,709 19,429 Capitalized research expenditures 70,879 41,513 Other 8,773 6,301 Total deferred tax assets 392,327 364,815 Less: valuation allowance ( 376,483 ) ( 347,869 ) Net deferred tax assets 15,844 16,946 Foreign intangible assets ( 462 ) ( 854 ) Right of use asset ( 6,761 ) ( 7,490 ) Depreciable assets ( 8,589 ) ( 8,479 ) Other ( 144 ) ( 1,034 ) Deferred tax liabilities ( 15,956 ) ( 17,857 ) Net deferred tax liability $ ( 112 ) $ ( 911 ) In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss and tax credit carryforwards can be utilized or the temporary differences become deductible. We consider projected future taxable income and tax planning strategies in making this assessment. In order to fully realize the deferred tax asset, we will need to generate future taxable income sufficient to utilize net operating losses prior to their expiration. Based upon our history of not generating taxable income due to our business activities focused on product development, we believe that it is more likely than not that deferred tax assets will not be realized through future earnings. Accordingly, a valuation allowance has been established for deferred tax assets which will not be offset by the reversal of deferred tax liabilities. The valuation allowance on the deferred tax assets increased by $ 28.6 million and $ 50.0 million during the years ended December 31, 2023 and 2022, respectively. Income tax expense was nil for the years ended December 31, 2023, 2022 and 2021. Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21 % to loss before income taxes as a result of the following (in thousands). 2023 2022 2021 Computed “expected” Federal tax benefit $ ( 54,096 ) $ ( 48,438 ) $ ( 5,976 ) (Increase) reduction in income taxes benefit resulting from: Change in valuation allowance 27,647 50,039 ( 5,916 ) (Decrease) increase due to uncertain tax positions — — 1,674 Nontaxable liquidation of subsidiaries 1,925 — — Loan forgiveness — 1,206 ( 1,301 ) State and local income benefit, net of Federal income tax 4,565 ( 12,533 ) 9,242 Equity based compensation 4,696 3,000 2,290 Foreign rate differential ( 213 ) ( 267 ) ( 277 ) Change in fair value contingent consideration — ( 171 ) 2,343 Expiration of tax attributes 14,288 10,428 571 Other, net 1,188 ( 3,264 ) ( 2,650 ) Income tax benefit $ — $ — $ — A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): 2023 2022 2021 Balance, January 1 $ 3,291 $ 3,148 $ 3,614 Increase (decrease) related to current year positions ( 6 ) 3 ( 484 ) Increase (decrease) related to previously recognized positions 148 140 18 Balance, December 31 $ 3,433 $ 3,291 $ 3,148 These unrecognized tax benefits would all impact the effective tax rate if recognized. There are no positions which we anticipate could change within the next twelve months. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Current Liabilities | (9) Accrued and Other Current Liabilities Accrued liabilities consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Payroll $ 14,512 $ 15,872 Professional fees 7,101 6,946 Contract manufacturing costs 7,613 1,848 Research services 10,807 7,074 Other 5,250 6,519 Total $ 45,283 $ 38,259 Other current liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Finance lease liabilities $ 10,457 $ 7,952 Other 3,458 3,505 Total $ 13,915 $ 11,457 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | (10) Equity Effective August 5, 2022 , our certificate of incorporation was amended to increase the number of authorized shares of common stock from 400,000,000 to 800,000,000 . Under the terms and conditions of the Certificate of Designation creating the Series A-1 Preferred Stock, this stock is convertible by the holder at any time into our common stock, is non-voting, has an initial conversion price of $ 94.86 per common share, subject to adjustment, and is redeemable by us at its face amount ($ 31.6 million), plus any accrued and unpaid dividends. The Certificate of Designation does not contemplate a sinking fund. The Series A-1 Preferred Stock ranks senior to our common stock. In a liquidation, dissolution, or winding up of the Company, the Series A-1 Preferred Stock’s liquidation preference must be fully satisfied before any distribution could be made to the holders of the common stock. Other than in such a liquidation, no terms of the Series A-1 Preferred Stock affect our ability to declare or pay dividends on our common stock as long as the Series A-1 Preferred Stock’s dividends are accruing. The liquidation value of this Series A-1 Preferred stock is equal to $ 1,000 per share outstanding plus any accrued unpaid dividends. Dividends in arrears with respect to the Series A-1 Preferred Stock were approximately $ 2.3 million or $ 71.67 per share, and $ 2.1 million or $ 64.92 per share, at December 31, 2023 and 2022, respectively. On July 22, 2020, we filed an Automatic Shelf Registration Statement on Form S-3ASR (file no. 333-240006) (the “Registration Statement”). The Registration Statement included both a base prospectus that covered the potential offering, issuance and sale from time to time of common stock, preferred stock, warrants, debt securities and units of Agenus and a prospectus covering the offering, issuance and sale of up to 100 million shares of our common stock from time to time in “at-the-market offerings” pursuant to an At Market Issuance Sales Agreement (the “Sales Agreement”) entered into with B. Riley on July 22, 2020. On March 1, 2022, we filed a prospectus supplement in connection with the potential offer and sale of up to an additional 100 million shares of common stock pursuant to the Sales Agreement. This Registration Statement expired in July 2023. On June 23, 2023, we filed an Automatic Shelf Registration Statement on Form S-3ASR (file no. 333-272911) (the “New Registration Statement”). The New Registration Statement included both a base prospectus that covered the potential offering, issuance and sale from time to time of common stock, preferred stock, warrants, debt securities and units of Agenus and a prospectus supplement that covered the potential offer and sale of up to 184.6 million shares of common stock pursuant to the Sales Agreement. Pursuant to the Sales Agreement, sales will be made only upon instructions by us to B. Riley. During the years ended December 31, 2023, 2022 and 2021 we received net proceeds of approximately $ 133.2 million, $ 99.2 million and $ 197.6 million from the sale of approximately 84.4 million shares, 45.1 million shares and 44.2 million shares, respectively, of our common stock at an average price per share of approximately $ 1.63 , $ 2.27 and $ 4.61 , respectively, in at-the-market offerings under the Sales Agreement. |
Series C-1 Convertible Preferre
Series C-1 Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Series C-1 Convertible Preferred Stock | (11) Series C-1 Convertible Preferred Stock In October 2018, we entered into a Stock Purchase Agreement with certain institutional investors (the “Purchasers”), pursuant to which we issued and sold an aggregate of 18,459 shares of Series C-1 Convertible Preferred Stock (the “C-1 Preferred Shares”), at a purchase price of $ 2,167 per share. Each C-1 Preferred Share was convertible into 1,000 shares of our common stock at an initial conversion price of $ 2.167 per share of common stock, which represented a 10 % premium over the prior day’s closing price on Nasdaq. The aggregate purchase price paid by the Purchasers C-1 Preferred Shares was approximately $ 40,000,000 . We received net proceeds of $ 39.9 million after offering expenses. Conversion The C-1 Preferred Shares were convertible at the option of the stockholder into the number of shares of Common Stock determined by dividing the stated value of the C-1 Preferred Shares being converted by the conversion price of $ 2.167 , subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. During the year ended December 31, 2021, holders of shares of Series C-1 Preferred Stock converted such shares into 12.5 million shares of our common stock. No shares of Series C-1 Convertible Preferred Stock remain outstanding. |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | (12) Non-controlling Interest Non-controlling interest recorded in our consolidated financial statements for the years ended December 31, 2023, 2022 and 2021, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own. 2023 2022 2021 MiNK Therapeutics, Inc. 37 % 22 % 21 % SaponiQx, Inc. 30 % 30 % 27 % Changes in non-controlling interest for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): 2023 2022 2021 Beginning balance $ 6,376 $ 13,469 $ ( 7,826 ) Net loss attributable to non-controlling interest ( 11,676 ) ( 10,582 ) ( 4,798 ) Other items: Distribution of subsidiary shares to Agenus stockholders 14,888 — — Purchase of subsidiary shares ( 2,546 ) — — Issuance of subsidiary shares for employee stock purchase plan and exercise of options 71 — — Issuance of subsidiary shares for employee bonus 1,011 294 — Subsidiary share-based compensation 3,825 3,195 1,620 Sale of subsidiary shares in an initial public offering — — 21,230 Issuance of subsidiary shares to non-controlling interest — — 3,243 Total other items 17,249 3,489 26,093 Ending balance $ 11,949 $ 6,376 $ 13,469 Distribution of subsidiary shares to Agenus stockholders On March 29, 2023 , our Board of Directors declared a stock dividend (the "Dividend") consisting of an aggregate of 5.0 million shares (the "Dividend Stock") of common stock, par value $ 0.00001 per share, of MiNK held by Agenus to record holders of Agenus' common stock, par value $ 0.01 per share as of the close of business on April 17, 2023 (the "Record Date"). On May 1, 2023 , we paid the Dividend and distributed 0.0146 of a share of the Dividend Stock for each share of Agenus Common Stock outstanding as of the close of business on the Record Date. No fractional shares were issued in connection with the Dividend and the shareholders of Agenus who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares. Subsequent to the distribution of the Dividend Stock, we maintained a controlling voting interest in MiNK. Purchase of subsidiary shares During the year ended December 31, 2023, we purchased 446,494 shares of MiNK common stock in multiple open market transactions. Sale of Subsidiary Shares in an Initial Public Offering In the fourth quarter of 2021, the MiNK Therapeutics initial public offering was completed, resulting in an increase to non-controlling interest of $ 21.2 million as of December 31, 2021. Issuance of Subsidiary Shares to Non-controlling Interest Shares of SaponiQx were issued in exchange for future services, resulting in an increase to non-controlling interest of $ 3.2 million as of December 31, 2021. Subsidiary Share-based Compensation Subsidiary share-based compensation attributed to non-controlling interest represents share-based compensation expense for awards issued by both MiNK Therapeutics and SaponiQx. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation Plans | (13) Share-based Compensation Plans On April 10, 2019, our Board of Directors adopted, and on June 19, 2019, our stockholders approved, our 2019 Equity Incentive Plan (the “2019 EIP”). On June 8, 2022 and June 15, 2021, our stockholders approved amendments to the 2019 EIP, increasing the number of shares available for issuance. The 2019 EIP provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, restricted stock, unrestricted stock and other equity-based awards, such as stock appreciation rights, phantom stock awards, and restricted stock units, which we refer to collectively as Awards, for up to 70.2 million shares of our common stock (subject to adjustment in the event of stock splits and other similar events). The Board of Directors appointed the Compensation Committee to administer the 2019 EIP. No awards will be granted under the 2019 EIP after June 19, 2029. In the second quarter of 2019, our Board of Directors adopted, and on June 16, 2020, our stockholders approved the 2019 Employee Stock Purchase Plan (the “2019 ESPP”) to provide eligible employees the opportunity to acquire our common stock in a program designed to comply with Section 423 of the Code. On June 12, 2023 and June 15, 2021, our stockholders approved amendments to the 2019 ESPP, increasing the number of shares available for issuance. There are 2.0 million shares reserved for issuance under the 2019 ESPP. Our Directors’ Deferred Compensation Plan, as amended, permits each outside director to defer all, or a portion of, their cash compensation until their service as a director ends or until a specified date into a cash account or a stock account. On June 8, 2022, our stockholders approved an amendment to this plan, increasing the number of shares available for issuance. There are 775,000 shares of our common stock reserved for issuance under this plan. As of December 31, 2023 , 327,253 shares had been issued. Amounts deferred to a cash account will earn interest at the rate paid on one-year Treasury bills with interest added to the account annually. Amounts deferred to a stock account will be converted on a quarterly basis into a number of units representing shares of our common stock equal to the amount of compensation which the participant has elected to defer to the stock account divided by the applicable price for our common stock. The applicable price for our common stock has been defined as the average of the closing price of our common stock for all trading days during the calendar quarter preceding the conversion date as reported by The Nasdaq Capital Market. Pursuant to this plan, a total of 775,000 units, each representing a share of our common stock at a weighted average common stock price of $ 3.59 , had been credited to participants’ stock accounts as of December 31, 2023. The compensation charges for this plan were immaterial for all periods presented. On November 4, 2015, our Board of Directors adopted and approved our 2015 Inducement Equity Plan (the “2015 IEP”) in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4), which exempts inducement grants from the general requirement of the Nasdaq Listing Rules that equity-based compensation plans and arrangements be approved by stockholders. In October 2023, our Board of Directors approved an increase to the number of shares available for issuance. There are 3,500,000 shares of our common stock reserved for issuance under the 2015 IEP. We primarily use the Black-Scholes option pricing model to value options granted to employees and non-employees, as well as options granted to members of our Board of Directors. All stock option grants have 10-year terms and generally vest ratably over a 3 or 4 -year period. The fair value of each option granted during the periods was estimated on the date of grant using the following weighted average assumptions: 2023 2022 2021 Expected volatility 72 % 68 % 49 % Expected term in years 6 6 4 Risk-free interest rate 3.3 % 1.8 % 0.8 % Dividend yield 0 % 0 % 0 % Expected volatility is based exclusively on historical volatility data of our common stock. The expected term of stock options granted is based on historical data and other factors and represents the period of time that stock options are expected to be outstanding prior to exercise. The risk-free interest rate is based on U.S. Treasury strips with maturities that match the expected term on the date of grant. A summary of option activity for 2023 is presented below: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 35,984,967 $ 3.51 Granted 10,740,187 2.22 Exercised ( 46,750 ) 1.68 Forfeited ( 2,528,596 ) 2.54 Expired ( 1,322,597 ) 3.50 Outstanding at December 31, 2023 42,827,211 3.25 6.49 $ 28,097 Vested or expected to vest at December 31, 2023 42,827,211 3.25 6.49 $ 28,097 Exercisable at December 31, 2023 29,002,299 $ 3.57 5.68 $ — The weighted average grant-date fair values of options granted during the years ended December 31, 2023, 2022, and 2021 , was $ 1.41 , $ 1.75 , and $ 2.81 , respectively. The aggregate intrinsic value in the table above represents the difference between our closing stock price on the last trading day of fiscal 2023 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2023 (the intrinsic value is considered to be zero if the exercise price is greater than the closing stock price). This amount changes based on the fair market value of our stock. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 , determined on the dates of exercise, was $ 13,000 , $ 70,000 , and $ 4.2 million, respectively. During 2023, 2022, and 2021, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date other than certain awards dated December 17, 2020 and December 31, 2020. On December 17, 2020 our Board of Directors approved certain awards. However, the awards were not communicated until March 2021. Accordingly, these awards have a grant date of March 2021 with an exercise price as of the date the Board of Director's approved the awards in December 2020. On December 31, 2020, our Board of Directors approved certain awards subject to forfeiture in the event stockholder approval was not obtained for an increase in shares available for issuance under our 2019 EIP. This approval was obtained in June 2021. Accordingly, these awards have a grant date of June 2021, with an exercise price as of the date the Board of Director's approved the awards in December 2020. As of December 31, 2023 , there was $ 20.0 million of unrecognized share-based compensation expense related to these stock options and stock options granted under a subsidiary plan which, if all milestones are achieved, will be recognized over a weighted average period of 1.7 years. Certain employees and consultants have been granted non-vested stock. The fair value of non-vested market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance. The fair value of other non-vested stock is calculated based on the closing sale price of our common stock on the date of issuance. A summary of non-vested stock activity for 2023 is presented below: Nonvested Weighted Outstanding at December 31, 2022 355,802 $ 2.50 Granted 5,381,581 2.34 Vested ( 4,739,888 ) 2.45 Forfeited ( 454,217 ) 1.89 Outstanding at December 31, 2023 543,278 $ 1.86 As of December 31, 2023 , there was $ 1.5 million of unrecognized share-based compensation expense related to these non-vested shares and non-vested shares granted under a subsidiary plan which, if all milestones are achieved, will be recognized over a weighted average period of 3.6 years. The total intrinsic value of shares vested during the years ended December 31, 2023, 2022, and 2021 , was $ 11.5 million, $ 10.9 million, and $ 5.8 million, respectively. Cash received from option exercises and purchases under our 2019 ESPP for the years ended December 31, 2023, 2022, and 2021 , was $ 0.8 million, $ 0.9 million, and $ 9.1 million, respectively. We issue new shares upon option exercises, purchases under our 2019 ESPP, vesting of non-vested stock and under the Directors’ Deferred Compensation Plan. During the years ended December 31, 2023, 2022, and 2021 , 46,750 shares, 103,339 shares, and 2,502,716 shares, respectively, were issued as a result of stock option exercises. During the years ended December 31, 2023, 2022, and 2021 , 449,391 shares, 326,203 shares, and 241,507 shares, were issued under the 2019 ESPP, respectively. During the years ended December 31, 2023, 2022, and 2021 , 96,080 shares, 230,499 shares, and 246,481 shares, respectively, were issued as a result of the vesting of non-vested stock. Additionally, during the years ended December 31, 2023, 2022 , and 2021, 4,643,808 shares, 4,090,080 shares and 1,579,651 shares were issued as payment for certain employee bonuses, with 1,668,767 , 1,446,849 and 550,087 of those shares being withheld to cover taxes, resulting in a net share issuance of 2,975,041 , 2,643,231 and 1,029,564 , respectively. The impact on our results of operations from share-based compensation for the years ended December 31, 2023, 2022, and 2021, was as follows (in thousands). Year Ended 2023 2022 2021 Research and development $ 6,237 $ 4,847 $ 4,528 General and administrative 16,114 13,391 14,606 Total share-based compensation expense $ 22,351 $ 18,238 $ 19,134 |
License, Research and Other Agr
License, Research and Other Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
License, Research, and Other Agreements | (14) License, Research, and Other Agreements On December 5, 2014, Agenus Switzerland, entered into a license agreement with the Ludwig Institute for Cancer Research Ltd., or Ludwig, which replaced and superseded a prior agreement entered into between the parties in May 2011. Pursuant to the terms of the license agreement, Ludwig granted Agenus Switzerland an exclusive, worldwide license under certain intellectual property rights of Ludwig and Memorial Sloan Kettering Cancer Center arising from the prior agreement to further develop and commercialize GITR, OX40 and TIM-3 antibodies. On January 25, 2016, we and Agenus Switzerland entered into a second license agreement with Ludwig, on substantially similar terms, to develop CTLA-4 and PD-1 antibodies. Pursuant to the December 2014 license agreement, Agenus Switzerland made an upfront payment of $ 1.0 million to Ludwig. The December 2014 license agreement also obligates Agenus Switzerland to make potential milestone payments of up to $ 20.0 million for events prior to regulatory approval of licensed GITR, OX40 and TIM-3 products, and potential milestone payments in excess of $ 80.0 million if such licensed products are approved in multiple jurisdictions, in more than one indication, and certain sales milestones are achieved. Under the January 2016 license agreement, we are obligated to make potential milestone payments of up to $ 12.0 million for events prior to regulatory approval of CTLA-4 and PD-1 licensed products, and potential milestone payments of up to $ 32.0 million if certain sales milestones are achieved. Under each of these license agreements, we and/or Agenus Switzerland will also be obligated to pay low to mid-single digit royalties on all net sales of licensed products during the royalty period, and to pay Ludwig a percentage of any sublicensing income, ranging from a low to mid-double digit percentage depending on various factors. The license agreements may each be terminated as follows: (i) by either party if the other party commits a material, uncured breach; (ii) by either party if the other party initiates bankruptcy, liquidation or similar proceedings; or (iii) by Agenus Switzerland or us (as applicable) for convenience upon 90 days’ prior written notice. The license agreements also contain customary representations and warranties, mutual indemnification, confidentiality and arbitration provisions. Effective December 31, 2022, the license was assigned to Agenus. We have entered into various cancellable agreements with contract manufacturers, institutions, and clinical research organizations (collectively "third party providers") to perform pre-clinical activities and to conduct and monitor our clinical studies. Under these agreements, subject to the enrollment of patients and performance by the applicable third-party provider, we have estimated our total payments to be $ 645.4 million over the term of the studies. For the years ended December 31, 2023, 2022, and 2021 , $ 94.5 million, $ 66.3 million, and $ 72.8 million, respectively, have been expensed in the accompanying consolidated statements of operations related to these third-party providers. Through December 31, 2023 , we have expensed $ 552.3 million as research and development expenses and $ 507.0 million of this amount has been paid. The timing of expense recognition and future payments related to these agreements is subject to the enrollment of patients and performance by the applicable third-party provider. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Collaboration [Abstract] | |
Revenue from Contracts with Customers | (15) Revenue from Contracts with Customers Bristol Myers Squibb Company License Agreement On May 17, 2021, we entered into a License, Development and Commercialization Agreement (“BMS License Agreement”) with Bristol Myers Squibb Company (“BMS”) to collaborate on the development and commercialization of our proprietary anti-TIGIT bispecific antibody program AGEN1777. Pursuant to the BMS License Agreement, we received a non-refundable upfront cash payment of $ 200.0 million and are eligible to receive up to $ 1.36 billion in aggregate development, regulatory and commercial milestone payments plus the tiered royalties described below. In July 2021, the BMS License Agreement closed, and we received the $ 200.0 million upfront payment. In December 2023, we announced that the first patient was dosed in an AGEN1777 Phase 2 clinical trial, triggering the achievement of a $ 25.0 million milestone. We received this milestone in January 2024. In October 2021, we announced that the first patient was dosed in the AGEN1777 Phase 1 clinical trial, triggering the achievement of a $ 20.0 million milestone. We received this milestone in December 2021. As of December 31, 2023, we remain eligible to receive up to an additional $ 1.32 billion in aggregate development, regulatory and commercial milestone payments. Under the BMS License Agreement, we granted BMS an exclusive worldwide license under certain of our intellectual property rights to develop, manufacture and commercialize AGEN1777 and its derivatives in all fields; provided, we retained an option to access the licensed antibodies for use in clinical studies in combination with certain of our other pipeline assets subject to certain restrictions. In exchange, BMS is responsible for all of the development, regulatory approval, manufacturing and commercialization costs with respect to products containing AGEN1777. In addition to the upfront and potential milestone payments described above, we will receive tiered double-digit royalties on worldwide net sales of products containing AGEN1777 ranging from the low double-digit to mid-teens percent. Additionally, we have the option, but not the obligation, to co-fund a minority of the global development costs of products containing AGEN1777 or its derivatives, in exchange for increased tiered royalties on U.S. net sales of co-funded products ranging from the mid-teens to low twenties percent and ex-U.S. net sales of co-funded products ranging from the low double digits to mid-teens percent. All royalties are subject to certain reductions under certain circumstances as described in the BMS License Agreement. Finally, we also have the option to co-promote AGEN1777 in the U.S. The royalty term shall terminate on a product-by-product and country-by-country basis on the latest of (i) 10 year anniversary of the first commercial sale of such product in such country, (ii) the expiration of any regulatory exclusivity period that covers such product in such country, and (iii) the expiration of the last-to-expire licensed patent that covers such product in such country. The BMS License Agreement includes customary representations and warranties, covenants, indemnification obligations for a transaction of this nature. Under the terms of the BMS License Agreement, we and BMS each have the right to terminate the agreement for material breach by, or insolvency of, the other party following notice, and if applicable, a cure period. BMS may also terminate the BMS License Agreement in its entirety, or on a product-by-product or country-by-country basis, for convenience upon 180 days’ notice. License Revenue We identified a single performance obligation under the BMS License Agreement, the license of AGEN1777 (“AGEN1777 License”). All other promised goods/services were deemed immaterial in the context of the contract. We determined that the AGEN1777 License was both capable of being distinct and distinct within the context of the contract as the AGEN1777 License has significant stand-alone functionality as of contract inception and BMS can begin deriving benefit from the AGEN1777 License without consideration of the immaterial services. We determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer, and as such the total upfront fixed consideration of the AGEN1777 License totaling $ 200.0 million would be included in the total transaction price. We concluded that the standalone selling price of the AGEN1777 License approximated the $ 200.0 million upfront fee and as such the full amount would be recognized at a point-in-time, upon delivery of the AGEN1777 License to BMS at contract inception. For the year ended December 31, 2023, we recognized $ 25.0 million in research and development revenue related to the achievement of a milestone. For the year ended December 31, 2022, no revenue was recognized. For the year ended December 31, 2021, under the BMS License Agreement, we recognized $ 200.0 million in research and development revenue related to the transfer of the AGEN1777 License and $ 20.0 million in research and development revenue related to the achievement of a milestone. Betta License Agreement In June 2020, we entered into a license and collaboration agreement (the “Betta License Agreement”) with Betta Pharmaceuticals Co., Ltd. (“Betta”), pursuant to which we granted Betta an exclusive license to develop, manufacture and commercialize balstilimab and zalifrelimab in Greater China. Under the terms of the Betta License Agreement, we received $ 15.0 million upfront in July 2020 and are eligible to receive up to $ 100.0 million in milestone payments plus royalties on any future sales in Greater China. We also entered into a stock purchase agreement with Betta and a wholly-owned subsidiary of Betta (“Betta HK”). We identified the following performance obligations under the Betta License Agreement: (1) the license of balstilimab and zalifrelimab and (2) our obligation to complete manufacturing technology transfer activities to Betta (the “Technology Transfer”) for balstilimab and zalifrelimab. We determined that the license of balstilimab and zalifrelimab was both capable of being distinct and distinct within the context of the contract as the license has significant stand-alone functionality as of contract inception based on the advanced development stage of balstilimab and zalifrelimab. Betta can begin deriving benefit from the license prior to the Technology Transfer being completed. The Technology Transfer is completed over time and is separate from the transfer of the balstilimab and zalifrelimab license, which occurred at contract inception. As a result, we concluded that the balstilimab and zalifrelimab license and Technology Transfer are separate performance obligations. We determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer, and as such the total upfront fixed consideration of $ 15.0 million would be included in the total transaction price and be allocated to the identified performance obligations using the relative standalone selling price method. We determined the estimated standalone selling price of the balstilimab and zalifrelimab license by applying a risk adjusted, net present value, estimate of future cash flow approach. We determined the estimated standalone selling price of the Technology Transfer by using the estimated costs of satisfying the performance obligation, plus an appropriate margin for such services. Revenue attributable to the balstilimab and zalifrelimab license was recognized at a point-in-time, upon delivery of the license to Betta at contract inception. The Technology Transfer is satisfied over time and revenue attributable to this performance obligation will be recognized as the related services are being performed using the input of costs incurred over total costs expected to be incurred. We believe this is the best measure of progress because other measures do not reflect how we transfer the performance obligation to Betta. For the year ended December 31, 2023 no revenue was recognized. For the years ended December 31, 2022 and 2021 , we recognized approximately $ 0.7 million and $ 0.6 million, respectively, of research and development revenue related to the Betta License Agreement. UroGen License Agreement In November 2019, we entered into a License Agreement with UroGen Pharma Ltd. (the “UroGen License Agreement”) in which we granted a license of AGEN1884 for use with UroGen's sustained release technology for intravesical delivery in patients with urinary tract cancers. Pursuant to the terms of the UroGen License Agreement, we received an upfront cash payment from UroGen of $ 10.0 million. We are eligible to receive up to $ 200.0 million in potential development, regulatory and commercial milestones, as well as 14 - 20 % royalties on net sales of the products containing AGEN1884. We identified the following performance obligations under the UroGen License Agreement: (1) the license of AGEN1884 that we granted UroGen, and (2) the clinical supply of AGEN1884 that we agreed to supply to UroGen. We determined that the license of AGEN1884 was both capable of being distinct and distinct within the context of the contract as the license has significant stand-alone functionality as of contract inception based on the advanced development stage of AGEN1884. We also determined that the clinical supply of AGEN1884 was both capable of being distinct and distinct within the context of the contract as it was considered a readily available resource in the market. We determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer, and as such the total upfront fixed consideration of the license totaling $ 10.0 million would be included in the total transaction price. We concluded that the combined standalone selling price of the license approximated the $ 10.0 million upfront fee and as such the full amount will be recognized at a point-in-time, upon delivery of the license to UroGen at contract inception. We will not estimate the transaction price in order to recognize the revenue related to the AGEN1884 supply due to the “as invoiced” practical expedient. For the years ended December 31, 2023, 2022 and 2021 , we recognized approximately $ 0.1 million, $ 0.2 million and $ 0.3 million, respectively, of research and development revenue related to the UroGen License Agreement. Gilead Collaboration Agreement On December 20, 2018, we entered into a series of agreements with Gilead focused on the development and commercialization of up to five novel immuno-oncology therapies. Pursuant to the terms of the license agreement, the option and license agreements and the stock purchase agreement we entered into with Gilead (collectively, the “Gilead Collaboration Agreements”), at the closing of the transaction on January 23, 2019 (the “Effective Date”), we received an upfront cash payment from Gilead of $ 120.0 million and Gilead made a $ 30.0 million equity investment in Agenus. License Agreement Pursuant to the terms of a license agreement between the parties (the “License Agreement”), we granted Gilead an exclusive, worldwide license under certain of our intellectual property rights to develop, manufacture and commercialize our preclinical bispecific antibody, AGEN1423, in all fields of use. We filed an investigational new drug (“IND”) application for AGEN1423 in February 2019, and the IND was accepted by the FDA in March 2019. On November 6, 2020, we received notice from Gilead that it would return AGEN1423 back to us and voluntarily terminate the License Agreement, effective as of February 4, 2021. Option and License Agreements Pursuant to the terms of two separate option and license agreements between the parties (each, an “Option and License Agreement” and together, the “Option and License Agreements”), we granted Gilead exclusive options to license exclusively (“License Option”) our bispecific antibody, AGEN1223, and our monospecific antibody, AGEN2373 (together, the “Option Programs”), during the respective Option Periods (defined below). Pursuant to the terms of the Option and License Agreements, we agreed to grant Gilead an exclusive, worldwide license under our intellectual property rights to develop, manufacture and commercialize AGEN1223 or AGEN2373, as applicable, in all fields of use upon Gilead’s exercise of the applicable License Option. Gilead is entitled to exercise its License Option for either or both Option Programs at any time up until ninety (90) days following Gilead’s receipt of a data package with respect to the first complete Phase 1b clinical trial for each Option Program (the “Option Period”). During the Option Period, we are responsible for the costs and expenses related to the development of the Option Programs. After Gilead’s exercise of a License Option, if at all, Gilead would be responsible for all development, manufacturing and commercialization activities relating to the relevant Option Program at Gilead’s cost and expense. In the third quarter of 2021 we ceased development of AGEN1223 and in October 2021 the AGEN1223 option and license agreement was formally terminated. The AGEN2373 Option and License Agreement and the Stock Purchase Agreement remain in full force and effect. If Gilead exercises the AGEN2373 License Option, it would be required to pay an upfront license exercise fee of $ 50.0 million. Following the exercise of the AGEN2373 License Option, we would be eligible to receive additional development and commercial milestones of up to $ 520.0 million in the aggregate, as well as tiered royalty payments on aggregate net sales. We will have the right to opt-in to share Gilead’s development and commercialization costs in the United States for the AGEN2373 Option Program in exchange for a profit (loss) share on a 50:50 basis and revised milestone payments. We filed an IND for AGEN2373 in 2019, and it is now in clinical development. Unless earlier terminated, the AGEN2373 Option and License Agreement will continue until the earlier of (i) the expiration of the Option Period, without Gilead’s exercise of the License Option; and (ii) the date all of Gilead’s applicable payment obligations under the Option and License Agreement have been performed or have expired. Under the terms of the AGEN2373 Option and License Agreement, we and Gilead each have the right to terminate the agreement for material breach by, or insolvency of, the other party. Gilead may also terminate the AGEN2373 Option License Agreement in its entirety, or on a product-by-product or country-by-country basis for convenience upon ninety ( 90 ) days’ notice. Research and Development Revenue For the year ended December 31, 2023 , we recognized research and development revenue of $ 12.2 million based on the partial satisfaction of the over time performance obligations as of period end. For the year ended December 31, 2022, we recognized research and development revenue of $ 5.0 million related to the achievement of a milestone and $ 9.5 million based on the partial satisfaction of the over time performance obligations as of period end. For the year ended December 31, 2021 , we recognized $ 22.4 million of research and development revenue related to the Gilead Collaboration Agreements based on the partial satisfaction of the over time performance obligations as of period end, which includes deferred revenue recognized in connection with the termination of AGEN1223 development. Incyte Collaboration Agreement On January 9, 2015 and effective February 19, 2015, we entered into a global license, development and commercialization agreement (the “Collaboration Agreement”) with Incyte pursuant to which the parties plan to develop and commercialize novel immuno-therapeutics using our antibody discovery platforms. The Collaboration Agreement was initially focused on four checkpoint modulator programs directed at GITR, OX40, LAG-3 and TIM-3. In addition to the four identified antibody programs, the parties have an option to jointly nominate and pursue the development and commercialization of antibodies against additional targets during a five-year discovery period which, upon mutual agreement of the parties for no additional consideration, can be extended for an additional three years . In November 2015, we and Incyte jointly nominated and agreed to pursue the development and commercialization of three additional checkpoint targets. In February 2017, we amended the Collaboration Agreement by entering into a First Amendment to License, Development and Commercialization Agreement (the “First Amendment”). In October 2019, we further amended the Collaboration Agreement by entering into a Second Amendment to License, Development and Commercialization Agreement (the “Second Amendment”). See “Amendments” section below. Pursuant to the XOMA Royalty Purchase Agreement, we sold to XOMA 33 % of the future royalties and 10 % of the future milestones that we were entitled to receive from Incyte, excluding the $ 5.0 million milestone that we recognized in the three months ended September 30, 2018. As of December 31, 2023, we remain eligible to receive up to $ 283.5 million in future potential development, regulatory and commercial milestones across all programs in the collaboration, as well as 67 % of all future royalties on worldwide product sales. Agreement Structure Under the terms of the Collaboration Agreement, we received non-creditable, nonrefundable upfront payments totaling $ 25.0 million. In addition, until the Amendment, the parties shared all costs and profits for the GITR, OX40 and two of the additional antibody programs on a 50 :50 basis (profit-share products), and we were eligible to receive up to $ 20.0 million in future contingent development milestones under these programs. Incyte is obligated to reimburse us for all development costs that we incur in connection with the TIM-3, LAG-3 and one of the additional antibody programs (royalty-bearing products) and we are eligible to receive (i) up to $ 155.0 million in future contingent development, regulatory, and commercialization milestone payments and (ii) tiered royalties on global net sales at rates generally ranging from 6 % to 12 %. For each royalty-bearing product, we will also have the right to elect to co-fund 30 % of development costs incurred following initiation of pivotal clinical trials in return for an increase in royalty rates. Additionally, we had the option to retain co-promotion participation rights in the United States on any profit-share product. Through the direction of a joint steering committee, until the Amendment, the parties anticipated that, for each program, we would serve as the lead for pre-clinical development activities through investigational new drug (“IND”) application filing, and Incyte would serve as the lead for clinical development activities. The parties initiated the first clinical trials of antibodies arising from these programs in 2016. For each additional program beyond GITR, OX40, TIM-3 and LAG-3 that the parties elect to bring into the collaboration, we will have the option to designate it as a profit-share product or a royalty-bearing product. The Collaboration Agreement will continue as long as (i) any product is being developed or commercialized or (ii) the discovery period remains in effect. Incyte may terminate the Collaboration Agreement or any individual program for convenience upon 12 months’ notice. The Collaboration Agreement may also be terminated by either party upon the occurrence of an uncured material breach of the other party or by us if Incyte challenges patent rights controlled by us. In addition, either party may terminate the Collaboration Agreement as to any program if the other party is acquired and the acquiring party controls a competing program. Amendments Pursuant to the terms of the First Amendment, the GITR and OX40 programs immediately converted from profit-share programs to royalty-bearing programs and we became eligible to receive a flat 15 % royalty on global net sales should any candidates from either of these two programs be approved. Incyte is now responsible for global development and commercialization and all associated costs for these programs. In addition, the profit-share programs relating to TIGIT and one undisclosed target were removed from the collaboration, with the undisclosed target reverting to Incyte and TIGIT to Agenus. Should any of those programs be successfully developed by a party, the other party will be eligible to receive the same milestone payments as the royalty-bearing programs and royalties at a 15% rate on global net sales. The terms for the remaining three royalty-bearing programs targeting TIM-3, LAG-3 and one undisclosed target remain unchanged, with Incyte being responsible for global development and commercialization and all associated costs. The Amendment gives Incyte exclusive rights and all decision-making authority for manufacturing, development, and commercialization with respect to all royalty-bearing programs. In connection with the First Amendment, Incyte paid us $ 20.0 million in accelerated milestones related to the clinical development of the antibody candidates targeting GITR and OX40. Pursuant to the terms of the Second Amendment, we transitioned preclinical development and IND preparation of the undisclosed target to Incyte. In October 2022, Incyte notified us of their intent to terminate the OX40 program, effective October 2023. Upon termination, the rights to the OX40 program reverted back to us. In May 2023, Incyte notified us of their intent to terminate both the GITR program and the undisclosed program, effective May 2024. Upon termination the rights to the GITR program and the undisclosed program revert back to us. Research and Development Revenue For the years ended December 31, 2023, 2022 and 2021 , we recognized approximately $ 1.4 million, $ 1.6 million and $ 1.2 million, respectively, of research and development revenue for research and development services provided. GSK License and Amended GSK Supply Agreements In July 2006, we entered into a license agreement and a supply agreement with GSK for the use of QS-21 STIMULON (the “GSK License Agreement” and the “GSK Supply Agreement”, respectively). In January 2009, we entered into an Amended and Restated Manufacturing Technology Transfer and Supply Agreement (the “Amended GSK Supply Agreement”) under which GSK has the right to manufacture all of its requirements of commercial grade QS-21 STIMULON. GSK is obligated to supply us (or our affiliates, licensees, or customers) certain quantities of commercial grade QS-21 STIMULON for a stated period of time. Under these agreements, GSK paid an upfront license fee of $ 3.0 million and agreed to pay aggregate milestones of $ 5.0 million. In July 2007, the Amended GSK Supply Agreement was further amended, and we were paid an additional fixed fee of $ 7.3 million. In March 2012 we entered into a First Right to Negotiate and Amendment Agreement amending the GSK License Agreement and the Amended GSK Supply Agreement to clarify and include additional rights for the use of our QS-21 STIMULON (the “GSK First Right to Negotiate Agreement”). In addition, we granted GSK the first right to negotiate for the purchase of the Company or certain of our assets, which such rights expired in March 2017 . As consideration for entering into the GSK First Right to Negotiate Agreement, GSK paid us an upfront, non-refundable payment of $ 9.0 million, $ 2.5 million of which is creditable toward future royalty payments. As of December 31, 2017, we had received all of the potential $ 24.3 million in upfront and milestone payments related to the GSK Agreements. We were also generally entitled to receive 2 % royalties on net sales of prophylactic vaccines for a period of 10 years after the first commercial sale of a resulting GSK product. We sold these royalty rights to HCR in January 2018 pursuant to the HCR Royalty Purchase Agreement but continue to recognize revenue under the GSK Agreements because the sale to HCR was accounted for as a borrowing arrangement (See Note 19). The GSK License and Amended GSK Supply Agreements may be terminated by either party upon a material breach if the breach is not cured within the time specified in the respective agreement. The termination or expiration of the GSK License Agreement does not relieve either party from any obligation which accrued prior to the termination or expiration. Among other provisions, the license rights granted to GSK survive expiration of the GSK License Agreement. The license rights and payment obligations of GSK under the Amended GSK Supply Agreement survive termination or expiration, except that GSK's license rights and future royalty obligations do not survive if we terminate due to GSK's material breach unless we elect otherwise. For the year ended December 31, 2023, we recognized $ 114.6 million of non-cash royalty revenue. For the year ended December 31, 2022, we recognized $ 25.3 million of royalty sales milestone revenue, which was cash-settled based on the terms of the arrangement with HCR, and $ 45.3 million of non-cash royalty revenue. For the year ended December 31, 2021, we recognized $ 44.4 million of non-cash royalty revenue. Disaggregation of Revenue The following table presents revenue (in thousands) for years ended December 31, 2023, 2022 and 2021, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. Year ended December 31, 2023 United States Rest of World Total Revenue Type License fees and milestones $ 25,000 $ — $ 25,000 Clinical product revenue 116 — 116 Research and development services 1,435 — 1,435 Other services — 2,978 2,978 Recognition of deferred research and development revenue 12,213 — 12,213 Non-cash royalties 114,572 — 114,572 $ 153,336 $ 2,978 $ 156,314 Year ended December 31, 2022 Revenue Type License fees and milestones $ 5,000 $ — $ 5,000 Royalty sales milestone 25,250 — 25,250 Clinical product revenue 762 — 762 Research and development services 1,676 — 1,676 Other services — 10,514 10,514 Recognition of deferred research and development revenue 9,537 — 9,537 Non-cash royalties 45,285 — 45,285 $ 87,510 $ 10,514 $ 98,024 Year ended December 31, 2021 Revenue Type License fees and milestones $ 220,000 $ — $ 220,000 Clinical product revenue 587 — 587 Research and development services 1,476 — 1,476 Other services — 6,704 6,704 Recognition of deferred research and development revenue 22,359 — 22,359 Recognition of deferred grant revenue 184 — 184 Non-cash royalties 44,355 — 44,355 $ 288,961 $ 6,704 $ 295,665 Contract Balances Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development services performed but not billed at the reporting date. Contract assets are transferred to receivables when the rights become unconditional. Currently, we do not have any contract assets which have not transferred to a receivable. We had no asset impairment charges related to contract assets in the period. Contract liabilities primarily relate to contracts where we received payments but have not yet satisfied the related performance obligations. The advance consideration received from customers for research and development services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer. The following table provides information about contract liabilities from contracts with customers (in thousands): Year ended December 31, 2023 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 13,412 $ 30 $ ( 12,281 ) $ 1,161 The change in contract liabilities is primarily related to the recognition of $ 12.2 million of revenue related to the Gilead Collaboration Agreements during the year ended December 31, 2023. We also recorded a $ 0.8 million receivable as of December 31, 2023 for research and development and other services provided. In the year ended December 31, 2023 , we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods. No ne of the costs to obtain or fulfill a contract were capitalized. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (16) Related Party Transactions During the years ended December 31, 2023, 2022 and 2021, our Audit and Finance Committee approved the performance of research and development manufacturing services totaling $ 150,000 , $ 106,000 and $ 291,000 , respectively, for Protagenic Therapeutics, Inc (“ Protagenic”). We are reimbursed for these services on an actual time and materials basis. Dr. Garo H. Armen, our CEO, is Executive Chairman of and has a greater than 10 % equity interest in Protagenic. In 2023, our Audit and Finance Committee approved a contract between Avillion Life Sciences LTD ("Avillion") and Agenus for the performance of up to $ 450,000 of clinical consulting services. Allison Jeynes, a member of our Board of Directors, is chief executive officer of Avillion. For the year ended December 31, 2023, approximately $ 450,000 related to these services is included in “Research and development” expense in our consolidated statements of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | (17) Leases The majority of our operating lease agreements are for the office, research and development and manufacturing space we use to conduct our operations. We lease space in Lexington, Massachusetts for our manufacturing, research and development, and corporate offices, office space in New York, New York for use as corporate offices, facilities in Berkeley, California, for manufacturing and corporate offices, a facility in Emeryville, California for the development of a cGMP manufacturing facility and a facility in Cambridge, United Kingdom for research and development and corporate offices. We had subleased a small portion of the space in our main Lexington facility for part of the associated head lease. This sublease expired in 2022. These agreements expire at various times between 2024 and 2036 , with options to extend certain of the leases. We also have finance lease agreements for research and manufacturing equipment that expire at various times between 2024 and 2026 . The terms of one of our finance lease agreements require us to maintain a specified minimum cash balance. The components of lease cost recorded in our consolidated statement of operations were as follows (in thousands): Year ended December 31, 2023 2022 2021 Operating lease cost $ 10,000 $ 9,351 $ 8,878 Finance lease cost 5,024 309 407 Variable lease cost 3,375 3,108 1,826 Sublease income — ( 613 ) ( 595 ) Net lease cost $ 18,399 $ 12,155 $ 10,516 Finance lease cost for the year ended December 31, 2023 includes $ 2.8 million related to amortization of the right-of-use assets and $ 2.2 million related to interest on the lease liabilities. Variable lease cost for the years ended December 31, 2023, 2022 and 2021, primarily related to common area maintenance, taxes, utilities and insurance associated with our operating leases. Short-term lease cost for the years ended December 31, 2023, 2022 and 2021 was immaterial. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2023, 2022 and 2021 was approximately $ 2.8 million, $ 2.6 million and $ 2.1 million, respectively. Cash paid for amounts included in the measurement of finance lease liabilities for the years ended December 31, 2023, 2022 and 2021 was approximately $ 8.9 million, $ 0.5 million and $ 0.9 million, respectively. The following table presents supplemental balance sheet information related to our leases as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 As of December 31, 2022 Operating Leases Operating lease right-of-use assets $ 29,606 $ 31,269 Total operating lease right-of-use assets 29,606 31,269 Current portion, operating lease liabilities 2,587 1,943 Operating lease liabilities, net of current portion 62,511 63,326 Total operating lease liabilities 65,098 65,269 Finance Leases Property, plant and equipment, net 35,629 31,764 Total finance lease right-of-use assets 35,629 31,764 Other current liabilities 10,457 7,952 Other long-term liabilities 4,719 12,270 Total finance lease liabilities $ 15,176 $ 20,222 During the year ended December 31, 2022, we recognized an operating lease right-of-use asset impairment loss of approximately $ 6.1 million resulting from the abandonment of two facility leases. This impairment loss is recorded in "other expense" in our consolidated statements of operations and comprehensive loss. Maturities of our lease liabilities as of December 31, 2023 were as follows (in thousands): Year Operating Leases Finance leases Total future lease commitments 2024 $ 9,887 $ 11,669 $ 21,556 2025 10,096 4,831 14,927 2026 9,852 59 9,911 2027 10,124 — 10,124 2028 10,422 — 10,422 Thereafter 68,916 — 68,916 Total $ 119,297 $ 16,559 $ 135,856 Less imputed interest ( 54,199 ) ( 1,383 ) Present value of lease liabilities $ 65,098 $ 15,176 The weighted-average remaining lease terms and discount rates related to our leases were as follows: December 31, 2023 Operating Finance Weighted average remaining lease term (in years) 11.4 1.7 Weighted average discount rate 11.3 % 11.6 % |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | (18) Debt Debt obligations consisted of the following as of December 31, 2023 and 2022 (in thousands): Debt instrument Balance at Current Portion: Debentures $ 146 Long-term Portion: 2015 Subordinated Notes 12,768 Total $ 12,914 Debt instrument Balance at Current Portion: Debentures $ 146 Other 429 Long-term Portion: 2015 Subordinated Notes 12,584 Total $ 13,159 As of December 31, 2023, and 2022, the principal amount of our outstanding debt balance was $ 13.1 million and $ 13.6 million, respectively. Subordinated Notes On February 20, 2015, we, certain existing investors and certain additional investors entered into an Amended and Restated Note Purchase Agreement (the “2015 Subordinated Notes”) in the aggregate principal amount of $ 14.0 million and issued five year warrants (the “2015 Warrants”) to purchase 1,400,000 shares of our common stock at an exercise price of $ 5.10 per share. The 2015 Subordinated Notes bear interest at a rate of 8 % per annum, payable in cash on the first day of each month in arrears. Among other default and acceleration terms customary for indebtedness of this type, the 2015 Subordinated Notes include default provisions which allow for the noteholders to accelerate the principal payment of the 2015 Subordinated Notes in the event we become involved in certain bankruptcy proceedings, become insolvent, fail to make a payment of principal or (after a grace period) interest on the 2015 Subordinated Notes, default on other indebtedness with an aggregate principal balance of $ 13.5 million or more if such default has the effect of accelerating the maturity of such indebtedness, or become subject to a legal judgment or similar order for the payment of money in an amount greater than $ 13.5 million if such amount will not be covered by third-party insurance. In February 2020 we repaid $ 0.5 million of the 2015 Subordinated Notes and in April 2020 we repaid an additional $ 0.5 million of the 2015 Subordinated Notes and cancelled the related warrants. On November 30, 2022, we entered into an Amendment to Notes, Termination of Warrants and Sale of New Warrants (the “2022 Amendment”) pursuant to which we: • extended the maturity date of the $ 13.0 million 2015 Subordinated Notes by two years from February 20, 2023 to February 20, 2025 ; • terminated the warrants held by such noteholders to purchase 1,300,000 shares of the Company’s common stock previously issued in 2015; • terminated the warrants held by such noteholders to purchase 650,000 shares of the Company’s common stock previously issued in 2020; and • issued to such noteholders new warrants to purchase 1,300,000 shares of the Company’s common stock that will expire February 20, 2026 and issued new warrants to purchase 650,000 shares of the Company’s common stock that will expire February 20, 2028 , all such warrants having an exercise price of $ 2.84 per share, which represented a 15 % premium over the 30-day average trailing closing price of the Company’s common stock for the period ending November 9, 2022, and (the “New Warrants”). The amended 2015 Subordinated Notes are not convertible into shares of our common stock and are set to mature on February 23, 2025, at which point we would be required to repay the full outstanding balance in cash. We may prepay the amended 2015 Subordinated Notes at any time, in part or in full, without premium or penalty. The 2022 Amendment was accounted for as a debt extinguishment under the guidance of ASU 470: Debt . For the year ended December 31, 2022, we recorded a loss of approximately $ 1.9 million in other expense in our consolidated statements of operations and comprehensive loss, which primarily represents the fair value of the new warrants. The amended 2015 Subordinated Notes were recorded at fair value. Payroll Protection Program In May 2020, we entered into promissory notes with Bank of America, NA for aggregate loan proceeds of approximately $ 6.2 million (collectively, the “Loan”) under the Small Business Administration Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020. In September 2021, we received notification that our forgiveness applications were approved. As such, the Loan was extinguished, and for the year ended December 31, 2021, a $ 6.2 million gain was recorded in our consolidated statements of operations and comprehensive loss. |
Liability Related to the Sale o
Liability Related to the Sale of Future Royalties and Milestones | 12 Months Ended |
Dec. 31, 2023 | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability Related to the Sale of Future Royalties and Milestones | (19) Liability Related to the Sale of Future Royalties and Milestones The following table shows the activity within the liability account in the year ended December 31, 2023 and for the period from the inception of the royalty transactions to December 31, 2023 (in thousands): Year ended December 31, 2023 Period from inception to December 31, 2023 Liability related to sale of future royalties and milestones - beginning balance $ 271,560 $ — Proceeds from sale of future royalties and milestones — 205,000 Non-cash royalty and milestone revenue ( 114,572 ) ( 299,490 ) Non-cash interest expense recognized 100,308 351,786 Liability related to sale of future royalties and milestones - ending balance 257,296 257,296 Less: unamortized transaction costs ( 238 ) ( 238 ) Liability related to sale of future royalties and milestones, net $ 257,058 $ 257,058 Healthcare Royalty Partners On January 6, 2018, we, through Antigenics, entered into the HCR Royalty Purchase Agreement with HCR, which closed on January 19, 2018. Pursuant to the terms of the HCR Royalty Purchase Agreement, we sold to HCR 100 % of Antigenics’ worldwide rights to receive royalties GSK on sales of GSK’s vaccines containing our QS-21 STIMULON adjuvant. At closing, we received gross proceeds of $ 190.0 million from HCR. As part of the transaction, we reimbursed HCR for transaction costs of $ 100,000 and incurred approximately $ 500,000 in transaction costs of our own, which are presented net of the liability in the consolidated balance sheet and will be amortized to interest expense over the estimated life of the HCR Royalty Purchase Agreement. Although we sold all of our rights to receive royalties on sales of GSK’s vaccines containing QS-21, as a result of our obligation to HCR, we are required to account for the $190.0 million in proceeds from this transaction as a liability on our consolidated balance sheets that will be relieved in proportion to the royalty payments from GSK to HCR over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the consolidated balance sheets based on the estimated royalty payments to be received by HCR in the next 12 months from the financial statement reporting date. In the years ended December 31, 2023, 2022 and 2021 , we recognized $ 114.6 million, $ 45.3 million and $ 44.4 million, respectively, of non-cash royalty revenue and we recorded $ 100.3 , $ 62.7 million and $ 64.4 million, respectively, of related non-cash interest expense related to the HCR Royalty Purchase Agreement. As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR Royalty Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future royalty payments to be received by HCR. The sum of these royalty amounts less the $190.0 million proceeds we received will be recorded as interest expense over the life of the HCR Royalty Purchase Agreement. Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability, and the related recognition of interest expense. Since the inception of the HCR Royalty Purchase Agreement our estimate of the effective annual interest rate over the life of the agreement increased to 50.8 %, which results in a retrospective interest rate of 26.8 %. There are a number of factors that could materially affect the amount and timing of royalty payments from GSK, all of which are not within our control. Such factors include, but are not limited to, changing standards of care, the introduction of competing products, manufacturing or other delays, biosimilar competition, patent protection, adverse events that result in governmental health authority imposed restrictions on the use of the drug products, significant changes in foreign exchange rates, and other events or circumstances that could result in reduced royalty payments from GSK, all of which would result in a reduction of non-cash royalty revenues and the non-cash interest expense over the life of the HCR Royalty Purchase Agreement. Conversely, if sales of GSK’s vaccines containing QS-21 are more than expected, the non-cash royalty revenues and the non-cash interest expense recorded by us would be greater over the life of the HCR Royalty Purchase Agreement. Pursuant to the HCR Royalty Purchase Agreement, we were also entitled to receive up to $ 40.4 million in milestone payments from HCR (through the royalty payments from GSK) based on sales of GSK’s vaccines as follows: (i) $ 15.1 million upon reaching $ 2.0 billion last-twelve-months net sales any time prior to 2024 and (ii) $ 25.3 million upon reaching $ 2.75 billion last-twelve-months net sales any time prior to 2026. In the fourth quarter of 2019, the $ 15.1 million milestone was achieved, as sales for the year ended December 31, 2019 exceeded $ 2.0 billion. In the second quarter of 2022, the final milestone was achieved, as sales for the 12 months ended June 30, 2022 exceeded $ 2.75 billion. As such, we recognized royalty sales milestone revenue of $ 25.3 million during the year ended December 31, 2022. This milestone was paid through royalties received from GSK. XOMA On September 20, 2018, we, through our wholly-owned subsidiary, Agenus Royalty Fund, LLC, entered into a Royalty Purchase Agreement (the “XOMA Royalty Purchase Agreement”) with XOMA (US) LLC (“XOMA”). Pursuant to the terms of the XOMA Royalty Purchase Agreement, XOMA paid us $ 15.0 million at closing in exchange for the right to receive 33 % of the future royalties and 10 % of the future milestones that we are entitled to receive from Incyte Corporation (“Incyte”) and Merck Sharpe & Dohme (“Merck”) under our agreements with each party (see Note 15), net of certain of our obligations to a third party and excluding the $ 5.0 million milestone from Incyte that we recognized in the quarter ended September 30, 2018. We retained 90 % of the future milestones and 67 % of the future royalties under our agreements with Incyte and Merck. Although we sold our rights to receive 33% of future royalties and 10% of future milestones, as a result of our significant continued involvement in the generation of the potential royalties and milestones, we are required to account for the full amount of these royalties and milestones as revenue when earned, and we recorded the $ 15.0 million in proceeds from this transaction as a liability on our consolidated balance sheet. Under the terms of the XOMA Royalty Purchase Agreement, should the percentage of milestones and royalties ultimately received by XOMA fail to repay the amount received by us at closing we would have no further obligation to XOMA. No royalty or milestone revenue was recognized under this agreement in the years ended December 31, 2023, 2022 or 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | (20) Fair Value Measurements We measure our contingent purchase price consideration at fair value. The fair values of our contingent purchase price consideration of $ 0.3 million, included in "Other long-term liabilities" in our consolidated balance sheets, are based on significant inputs not observable in the market, which require them to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities uses assumptions we believe would be made by a market participant and are mainly based on estimates from a Monte Carlo simulation of our share price, as well as other factors impacting the probability of triggering the milestone payments. Share price was evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price consideration. Assets and liabilities measured at fair value are summarized below (in thousands): Description December 31, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents (Note 5) $ 70,485 $ 70,485 $ — $ — Long-term investments 3,222 3,222 — — Total $ 73,707 $ 73,707 $ — $ — Liabilities: Contingent purchase price consideration 318 — — 318 Total $ 318 $ — $ — $ 318 Description December 31, 2022 Quoted Prices in Significant Significant Assets: Cash equivalents (Note 5) $ 164,694 $ 164,694 $ — $ — Short-term investments (Note 5) 14,684 14,684 — — Total $ 179,378 $ 179,378 $ — $ — Liabilities: Contingent purchase price consideration 874 — — 874 Total $ 874 $ — $ — $ 874 Long-term investments are included in "Other long-term assets" in our consolidated balance sheets. There were no changes in the valuation techniques during the period and there were no transfers into or out of Levels 1 and 2. The fair value of our outstanding debt balance at December 31, 2023 and 2022 was $ 13.0 million and $ 13.2 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology which was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The principal amount of our outstanding debt balance at December 31, 2023 and 2022 was $ 13.1 million and $ 13.6 , respectively. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | (21) Contingencies We may currently be, or may become, a party to legal proceedings. While we currently believe that the ultimate outcome of any of these proceedings will not have a material adverse effect on our financial position, results of operations, or liquidity, litigation is subject to inherent uncertainty. Furthermore, litigation consumes both cash and management attention. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Benefit Plans | (22) Benefit Plans We sponsor a defined contribution 401(k) Savings Plan in the US and a defined contribution Group Personal Pension Plan in the UK (the “Plans”) for all eligible employees, as defined in the Plans. Participants may contribute a portion of their compensation, subject to a maximum annual amount, as established by the applicable taxing authority. Each participant is fully vested in his or her contributions and related earnings and losses. During the years ended December 31, 2023, 2022, and 2021 we made discretionary contributions to the Plans of $ 1.3 million, $ 1.2 million, and $ 1.1 million, respectively. For the years ended December 31, 2023, 2022, and 2021 , we expensed $ 1.3 million, $ 1.2 million, and $ 1.1 million, respectively, related to the discretionary contribution to the Plans. |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2023 | |
Geographic Information [Abstract] | |
Geographical Information | (23) Geographic Information The following is geographical information regarding our revenues for the years ended December 31, 2023, 2022 and 2021 and our long-lived assets as of December 31, 2023 and 2022 (in thousands): 2023 2022 2021 Revenue: United States $ 153,336 $ 87,510 $ 288,961 Rest of world 2,978 10,514 6,704 $ 156,314 $ 98,024 $ 295,665 In the table above, revenue by geographic region is allocated based on the domicile of our respective business operations. 2023 2022 Long-lived Assets: United States $ 138,896 $ 132,382 Rest of world 3,861 5,088 Total $ 142,757 $ 137,470 In the table above, long-lived assets include “Property, plant and equipment, net” and “Other long-term assets” from the consolidated balance sheets, by the geographic location where the asset resides. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (24) Subsequent Events At the Market Offerings During the period of January 1, 2024 through March 8, 2024, we sold approximately 24.0 million shares of our common stock under the Sales Agreement, totaling net proceeds of approximately $ 16.7 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | (a) Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Agenus and our subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Non-controlling interest in the consolidated financial statements represents the portion of two of our subsidiaries not 100% owned by Agenus. Refer to Note 12 for additional detail. In the year ended December 31, 2023, we deconsolidated certain foreign subsidiaries and recognized a gain of approximately $ 132,000 , included in "Other income (expense)" on our consolidated statements of operations and comprehensive loss. |
Segment Information | (b) Segment Information We are managed and currently operate as four segments. However, we have concluded that our operating segments meet the criteria required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting to be aggregated into one reportable segment. Our operating segments have similar economic characteristics and are similar with respect to the five qualitative characteristics specified in ASC 280. Accordingly, we do not have separately reportable segments as defined by ASC 280 . |
Use of Estimates | (c) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base those estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents We consider all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. Cash equivalents consist primarily of money market funds and U.S. Treasury Bills. |
Concentrations of Credit Risk | (e) Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk are primarily cash equivalents, investments, and accounts receivable. We invest our cash, cash equivalents and short-term investments in accordance with our investment policy, which specifies high credit quality standards and limits the amount of credit exposure from any single issue, issuer, or type of investment. We carry balances in excess of federally insured levels; however, we have not experienced any losses to date from this practice. |
Accounts Receivable | (f) Accounts Receivable Accounts receivable are amounts due from our collaboration partners and customers as a result of research and development and other services provided, as well as the shipment of clinical product. We considered the need for an allowance for doubtful accounts and have concluded that no allowance was needed as of December 31, 2023 and 2022 , as the estimated risk of loss on our accounts receivable was determined to be minimal. |
Property, Plant and Equipment | (g) Property, Plant and Equipment Property, plant and equipment, including software developed for internal use, are carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Amortization and depreciation of plant and equipment was $ 11.9 million, $ 4.7 million, and $ 4.6 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Construction in progress represents direct and indirect construction costs for leasehold improvements and costs of acquisition and installation of equipment. Amounts classified as construction in progress are transferred to their respective property and equipment account when the activities necessary to prepare the assets for their intended use are completed and the assets are placed in service. Depreciation is not recorded for assets classified as construction in progress. |
Fair Value of Financial Instruments | (h) Fair Value of Financial Instruments The estimated fair values of all our financial instruments approximate their carrying amounts in the consolidated balance sheets. The fair value of our outstanding debt is based on a present value methodology. The outstanding principal amount of our debt, including the current portion, was $ 13.1 million and $ 13.6 million at December 31, 2023 and 2022 , respectively. |
Revenue Recognition | (i) Revenue Recognition We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). For the years ended December 31, 2023, 2022 and 2021 , 73 %, 72 % and 74 %, respectively, of our revenue was earned from one collaboration partner. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps: 1) Identify the contract with the customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s contracts with customers in Note 15. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative stand-alone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative stand-alone selling prices. Determining the amount of the transaction price to allocate to each separate performance obligation requires significant judgement, which is discussed in further detail for each of the Company’s contracts with customers in Note 15. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, settle liabilities, and holding or selling the asset. ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation: 1. Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g. surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units of produced or units delivered); and 2. Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used, it should be consistently applied throughout the life of the contract; however, it is not necessary for the Company to use the same approach for all contracts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Up-front Fees: Depending on the nature of the agreement, up-front payments and fees may be recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. |
Foreign Currency Transactions | (j) Foreign Currency Transactions Gains and losses from our foreign currency-based accounts and transactions, such as those resulting from the translation and settlement of receivables and payables denominated in foreign currencies, are included in the consolidated statements of operations within other income (expense). We recorded a foreign currency loss of $ 0.1 million for the year ended December 31, 2023 , a foreign currency loss of $ 0.4 million for the year ended December 31, 2022 , and a foreign currency gain of $ 1.0 million for the year ended December 31, 2021 . |
Research and Development | (k) Research and Development Research and development expenses include the costs associated with our internal research and development activities, including salaries and benefits, share-based compensation, occupancy costs, clinical manufacturing costs, related administrative costs, and research and development conducted for us by outside advisors, such as sponsored university-based research partners and clinical study partners. We account for our internally managed clinical study costs by estimating the total cost to treat a patient in each clinical trial and recognizing this cost based on estimates of when the patient receives treatment, beginning when the patient enrolls in the trial. Research and development expenses also include the cost of clinical trial materials shipped to our research partners. Research and development costs are expensed as incurred. |
Share-based Compensation | (l) Share-Based Compensation We account for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Share-based compensation expense is recognized based on the estimated grant date fair value. Compensation cost for awards with time-base vesting is recognized on a straight-line basis over the requisite service period of the award. Forfeitures are recognized as they occur. See Note 13 for a further discussion on share-based compensation. |
Income Taxes | (m) Income Taxes Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such items are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. Deferred tax assets which are not more likely than not to be realized are subject to valuation allowance. |
Net Loss Per Share | (n) Net Loss Per Share Basic income and loss per common share are calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares, convertible preferred stock, and convertible notes. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2023, 2022, and 2021, as they would be anti-dilutive: Year Ended 2023 2022 2021 Warrants 1,980 1,980 1,980 Stock options 42,827 35,985 32,764 Nonvested shares 543 356 1,018 Series A-1 convertible preferred stock 333 333 333 |
Goodwill | (o) Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Annually we assess whether there is an indication that goodwill is impaired, or more frequently if events and circumstances indicate that the asset might be impaired during the year. We perform our annual impairment test as of October 31 of each year. The first step of our impairment analysis compares the fair value of our reporting units to their net book value to determine if there is an impairment. We operate as four reporting units . As of December 31, 2023, approximately $ 24.1 million of our goodwill balance is allocated to a reporting unit with a negative carrying amount. No goodwill impairment has been recognized for the periods presented. |
Long-lived Assets | (p) Long-lived Assets If required based on certain events and circumstances, recoverability of assets to be held and used, other than goodwill and intangible assets not being amortized, is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Authoritative guidance requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Leases | (q) Leases We account for leases in accordance with ASC 842, Leases ("ASC 842"). At the inception of an agreement, we determine whether the contract contains a lease. If a lease is identified in such arrangement, we recognize a right-of-use asset and liability on our consolidated balance sheet and determine whether the lease should be classified as a finance or operating lease. We have elected not to recognize assets or liabilities for leases with lease terms of 12 months or less. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset by the end of the lease term, (ii) we hold an option to purchase the leased asset that we are reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Our leases commence when the lessor makes the asset available for our use. Finance and operating lease right-of-use assets and liabilities are recognized at the lease commencement date. Lease liabilities are recognized as the present value of the lease payments over the lease term, net of any future lease incentives to be received, using the discount rate implicit in the lease. If the implicit rate is not readily determinable, as is the case with all our current leases, we utilize our incremental borrowing rate at the lease commencement date. Right-of-use assets are recognized based on the amount of the lease liability, adjusted for any advance lease payments paid, initial direct costs incurred, or lease incentives received prior to commencement. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term, unless the right-of-use asset reflects impairment. We will then recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expense in our consolidated statement of operations. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term, unless the lease includes a provision that either (i) results in the transfer of ownership of the underlying asset at the end of the lease term or (ii) includes a purchase option whose exercise is reasonably certain. In either of these instances, the right-of-use asset is amortized over the useful life of the underlying asset. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance lease liability. We do not separate lease and non-lease components for any of our current asset classes when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed in the period incurred. If a lease includes an option to extend or terminate the lease, we reflect the option in the lease term if it is reasonably certain the option will be exercised. Our right of use assets and lease liabilities generally exclude periods covered by renewal options and include periods covered by early termination options (based on our conclusion that it is not reasonably certain that we will exercise such options). We accounted for the sublease of space in our main Lexington, Massachusetts facility from the perspective of a lessor. Our sublease was classified as an operating lease. We recorded sublease income as a reduction of operating expense. Operating leases are recorded in “Operating lease right-of-use assets”, “Current portion, operating lease liabilities” and “Operating lease liabilities, net of current portion”, while finance leases are recorded in “Property, plant and equipment, net”, “Other current liabilities” and “Other long-term liabilities” on our consolidated balance sheets. |
Recent Accounting Pronouncements | (r) Recent Accounting Pronouncements Recently Issued and Adopted In January 2017, the Financial Accounting Standards Board (the "FASB") issued ASU 2017-04 , Intangibles – Goodwill and Other (Topic 350) that will eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value. We adopted the standard on January 1, 2023 . The adoption did not have a material impact on our consolidated financial statements. Recently Issued, Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires incremental annual and quarterly disclosures about segment measures of profit or loss as well as significant segment expenditures. It also requires public entities with a single reportable segment to provide all segment disclosures required by the amendments and all existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. As we have a single reportable segment, we expect the adoption of this standard to result in increased disclosures in the notes to our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires incremental annual disclosures around income tax rate reconciliations, income taxes paid and other related disclosures. For public business entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for any annual periods for which financial statements have not been issued or made available for issuance. We are currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements. No other new accounting pronouncement issued or effective during the year ended December 31, 2023 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2023, 2022, and 2021, as they would be anti-dilutive: Year Ended 2023 2022 2021 Warrants 1,980 1,980 1,980 Stock options 42,827 35,985 32,764 Nonvested shares 543 356 1,018 Series A-1 convertible preferred stock 333 333 333 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table sets forth the changes in the carrying amount of goodwill for year ended December 31, 2023 (in thousands): Balance, December 31, 2022 $ 25,467 Disposals ( 805 ) Effect of foreign currency 61 Balance, December 31, 2023 $ 24,723 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following at December 31, 2023 and 2022 (in thousands): As of December 31, 2023 Amortization Gross carrying Accumulated Net carrying Intellectual Property 7 - 15 years $ 16,841 $ ( 15,184 ) $ 1,657 Trademarks 4 - 4.5 years 1,213 ( 1,185 ) 28 Other 2 - 7 years 1,988 ( 1,319 ) 669 In-process research and development Indefinite 2,057 — 2,057 Total $ 22,099 $ ( 17,688 ) $ 4,411 As of December 31, 2022 Amortization Gross carrying Accumulated Net carrying Intellectual Property 7 - 15 years $ 16,790 $ ( 13,782 ) $ 3,008 Trademarks 4.5 years 1,272 ( 1,139 ) 133 Other 2 - 7 years 2,278 ( 1,227 ) 1,051 In-process research and development Indefinite 2,036 — 2,036 Total $ 22,376 $ ( 16,148 ) $ 6,228 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents | Cash equivalents and short-term investments consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Cost Estimated Cost Estimated Institutional Money Market Funds $ 70,485 $ 70,485 $ 149,856 $ 149,856 U.S. Treasury Bills — — 29,522 29,522 Total $ 70,485 $ 70,485 $ 179,378 $ 179,378 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash that agrees to the total of the aforementioned amounts shown in our consolidated statements of cash flows as of December 31, 2023, 2022 and 2021, respectively (in thousands): 2023 2022 2021 Cash and cash equivalents $ 76,110 $ 178,674 $ 291,931 Restricted cash 3,669 2,669 2,669 Cash, cash equivalents and restricted cash $ 79,779 $ 181,343 $ 294,600 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment, net as of December 31, 2023 and 2022 consist of the following (in thousands): 2023 2022 Estimated Land $ 12,286 $ 12,286 Indefinite Building and building improvements 5,837 5,654 35 years Furniture and fixtures 6,448 5,872 3 to 10 years Laboratory, manufacturing and transportation equipment 64,276 58,914 4 to 15 years Leasehold improvements 95,645 28,758 2 to 14 years Software and computer equipment 9,360 9,144 3 years Construction in progress 1,512 66,464 195,364 187,092 Less accumulated depreciation and amortization ( 61,943 ) ( 54,075 ) Total $ 133,421 $ 133,017 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences and net operating loss and tax credit carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 are presented below (in thousands). 2023 2022 Deferred tax assets: U.S. Federal and State net operating loss carryforwards $ 191,671 $ 175,058 Foreign net operating loss carryforwards 7,093 7,203 Research and development tax credits 8,348 9,979 Share-based compensation 5,083 6,163 Intangible Assets 24,563 31,070 Interest expense carryforward 12,183 16,140 Deferred Revenue 46,025 51,959 Lease Liability 17,709 19,429 Capitalized research expenditures 70,879 41,513 Other 8,773 6,301 Total deferred tax assets 392,327 364,815 Less: valuation allowance ( 376,483 ) ( 347,869 ) Net deferred tax assets 15,844 16,946 Foreign intangible assets ( 462 ) ( 854 ) Right of use asset ( 6,761 ) ( 7,490 ) Depreciable assets ( 8,589 ) ( 8,479 ) Other ( 144 ) ( 1,034 ) Deferred tax liabilities ( 15,956 ) ( 17,857 ) Net deferred tax liability $ ( 112 ) $ ( 911 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense was nil for the years ended December 31, 2023, 2022 and 2021. Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21 % to loss before income taxes as a result of the following (in thousands). 2023 2022 2021 Computed “expected” Federal tax benefit $ ( 54,096 ) $ ( 48,438 ) $ ( 5,976 ) (Increase) reduction in income taxes benefit resulting from: Change in valuation allowance 27,647 50,039 ( 5,916 ) (Decrease) increase due to uncertain tax positions — — 1,674 Nontaxable liquidation of subsidiaries 1,925 — — Loan forgiveness — 1,206 ( 1,301 ) State and local income benefit, net of Federal income tax 4,565 ( 12,533 ) 9,242 Equity based compensation 4,696 3,000 2,290 Foreign rate differential ( 213 ) ( 267 ) ( 277 ) Change in fair value contingent consideration — ( 171 ) 2,343 Expiration of tax attributes 14,288 10,428 571 Other, net 1,188 ( 3,264 ) ( 2,650 ) Income tax benefit $ — $ — $ — |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): 2023 2022 2021 Balance, January 1 $ 3,291 $ 3,148 $ 3,614 Increase (decrease) related to current year positions ( 6 ) 3 ( 484 ) Increase (decrease) related to previously recognized positions 148 140 18 Balance, December 31 $ 3,433 $ 3,291 $ 3,148 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Payroll $ 14,512 $ 15,872 Professional fees 7,101 6,946 Contract manufacturing costs 7,613 1,848 Research services 10,807 7,074 Other 5,250 6,519 Total $ 45,283 $ 38,259 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Finance lease liabilities $ 10,457 $ 7,952 Other 3,458 3,505 Total $ 13,915 $ 11,457 |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule Of Approximate Interests In Certain Consolidated Subsidiaries | Non-controlling interest recorded in our consolidated financial statements for the years ended December 31, 2023, 2022 and 2021, relates to the following approximate interests in certain consolidated subsidiaries, which we do not own. 2023 2022 2021 MiNK Therapeutics, Inc. 37 % 22 % 21 % SaponiQx, Inc. 30 % 30 % 27 % |
Schedule Of Changes In Non-controlling Interest | Changes in non-controlling interest for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): 2023 2022 2021 Beginning balance $ 6,376 $ 13,469 $ ( 7,826 ) Net loss attributable to non-controlling interest ( 11,676 ) ( 10,582 ) ( 4,798 ) Other items: Distribution of subsidiary shares to Agenus stockholders 14,888 — — Purchase of subsidiary shares ( 2,546 ) — — Issuance of subsidiary shares for employee stock purchase plan and exercise of options 71 — — Issuance of subsidiary shares for employee bonus 1,011 294 — Subsidiary share-based compensation 3,825 3,195 1,620 Sale of subsidiary shares in an initial public offering — — 21,230 Issuance of subsidiary shares to non-controlling interest — — 3,243 Total other items 17,249 3,489 26,093 Ending balance $ 11,949 $ 6,376 $ 13,469 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Weighted Average Assumptions used to Estimate Fair Value of Options Granted | The fair value of each option granted during the periods was estimated on the date of grant using the following weighted average assumptions: 2023 2022 2021 Expected volatility 72 % 68 % 49 % Expected term in years 6 6 4 Risk-free interest rate 3.3 % 1.8 % 0.8 % Dividend yield 0 % 0 % 0 % |
Schedule of Stock Option Activity | A summary of option activity for 2023 is presented below: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 35,984,967 $ 3.51 Granted 10,740,187 2.22 Exercised ( 46,750 ) 1.68 Forfeited ( 2,528,596 ) 2.54 Expired ( 1,322,597 ) 3.50 Outstanding at December 31, 2023 42,827,211 3.25 6.49 $ 28,097 Vested or expected to vest at December 31, 2023 42,827,211 3.25 6.49 $ 28,097 Exercisable at December 31, 2023 29,002,299 $ 3.57 5.68 $ — |
Summary of Non-vested Stock Activity | A summary of non-vested stock activity for 2023 is presented below: Nonvested Weighted Outstanding at December 31, 2022 355,802 $ 2.50 Granted 5,381,581 2.34 Vested ( 4,739,888 ) 2.45 Forfeited ( 454,217 ) 1.89 Outstanding at December 31, 2023 543,278 $ 1.86 |
Schedule of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the years ended December 31, 2023, 2022, and 2021, was as follows (in thousands). Year Ended 2023 2022 2021 Research and development $ 6,237 $ 4,847 $ 4,528 General and administrative 16,114 13,391 14,606 Total share-based compensation expense $ 22,351 $ 18,238 $ 19,134 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Collaboration [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents revenue (in thousands) for years ended December 31, 2023, 2022 and 2021, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. Year ended December 31, 2023 United States Rest of World Total Revenue Type License fees and milestones $ 25,000 $ — $ 25,000 Clinical product revenue 116 — 116 Research and development services 1,435 — 1,435 Other services — 2,978 2,978 Recognition of deferred research and development revenue 12,213 — 12,213 Non-cash royalties 114,572 — 114,572 $ 153,336 $ 2,978 $ 156,314 Year ended December 31, 2022 Revenue Type License fees and milestones $ 5,000 $ — $ 5,000 Royalty sales milestone 25,250 — 25,250 Clinical product revenue 762 — 762 Research and development services 1,676 — 1,676 Other services — 10,514 10,514 Recognition of deferred research and development revenue 9,537 — 9,537 Non-cash royalties 45,285 — 45,285 $ 87,510 $ 10,514 $ 98,024 Year ended December 31, 2021 Revenue Type License fees and milestones $ 220,000 $ — $ 220,000 Clinical product revenue 587 — 587 Research and development services 1,476 — 1,476 Other services — 6,704 6,704 Recognition of deferred research and development revenue 22,359 — 22,359 Recognition of deferred grant revenue 184 — 184 Non-cash royalties 44,355 — 44,355 $ 288,961 $ 6,704 $ 295,665 |
Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers | The following table provides information about contract liabilities from contracts with customers (in thousands): Year ended December 31, 2023 Balance at beginning of period Additions Deductions Balance at end of period Contract liabilities: Deferred revenue $ 13,412 $ 30 $ ( 12,281 ) $ 1,161 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost Recorded in Condensed Consolidated Statement of Operations | The components of lease cost recorded in our consolidated statement of operations were as follows (in thousands): Year ended December 31, 2023 2022 2021 Operating lease cost $ 10,000 $ 9,351 $ 8,878 Finance lease cost 5,024 309 407 Variable lease cost 3,375 3,108 1,826 Sublease income — ( 613 ) ( 595 ) Net lease cost $ 18,399 $ 12,155 $ 10,516 |
Schedule of Supplemental Balance Sheet Information Related to Lease | The following table presents supplemental balance sheet information related to our leases as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 As of December 31, 2022 Operating Leases Operating lease right-of-use assets $ 29,606 $ 31,269 Total operating lease right-of-use assets 29,606 31,269 Current portion, operating lease liabilities 2,587 1,943 Operating lease liabilities, net of current portion 62,511 63,326 Total operating lease liabilities 65,098 65,269 Finance Leases Property, plant and equipment, net 35,629 31,764 Total finance lease right-of-use assets 35,629 31,764 Other current liabilities 10,457 7,952 Other long-term liabilities 4,719 12,270 Total finance lease liabilities $ 15,176 $ 20,222 |
Schedule of Maturities of Operating Lease Liabilities in Accordance With ASC 842 | Maturities of our lease liabilities as of December 31, 2023 were as follows (in thousands): Year Operating Leases Finance leases Total future lease commitments 2024 $ 9,887 $ 11,669 $ 21,556 2025 10,096 4,831 14,927 2026 9,852 59 9,911 2027 10,124 — 10,124 2028 10,422 — 10,422 Thereafter 68,916 — 68,916 Total $ 119,297 $ 16,559 $ 135,856 Less imputed interest ( 54,199 ) ( 1,383 ) Present value of lease liabilities $ 65,098 $ 15,176 |
Schedule of Weighted-Average Remaining Lease Terms and Discount Rates Related to Leases | The weighted-average remaining lease terms and discount rates related to our leases were as follows: December 31, 2023 Operating Finance Weighted average remaining lease term (in years) 11.4 1.7 Weighted average discount rate 11.3 % 11.6 % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of December 31, 2023 and 2022 (in thousands): Debt instrument Balance at Current Portion: Debentures $ 146 Long-term Portion: 2015 Subordinated Notes 12,768 Total $ 12,914 Debt instrument Balance at Current Portion: Debentures $ 146 Other 429 Long-term Portion: 2015 Subordinated Notes 12,584 Total $ 13,159 |
Liability Related to the Sale_2
Liability Related to the Sale of Future Royalties and Milestones (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Schedule of Liability Account | The following table shows the activity within the liability account in the year ended December 31, 2023 and for the period from the inception of the royalty transactions to December 31, 2023 (in thousands): Year ended December 31, 2023 Period from inception to December 31, 2023 Liability related to sale of future royalties and milestones - beginning balance $ 271,560 $ — Proceeds from sale of future royalties and milestones — 205,000 Non-cash royalty and milestone revenue ( 114,572 ) ( 299,490 ) Non-cash interest expense recognized 100,308 351,786 Liability related to sale of future royalties and milestones - ending balance 257,296 257,296 Less: unamortized transaction costs ( 238 ) ( 238 ) Liability related to sale of future royalties and milestones, net $ 257,058 $ 257,058 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities measured at Fair Value | Assets and liabilities measured at fair value are summarized below (in thousands): Description December 31, 2023 Quoted Prices in Significant Significant Assets: Cash equivalents (Note 5) $ 70,485 $ 70,485 $ — $ — Long-term investments 3,222 3,222 — — Total $ 73,707 $ 73,707 $ — $ — Liabilities: Contingent purchase price consideration 318 — — 318 Total $ 318 $ — $ — $ 318 Description December 31, 2022 Quoted Prices in Significant Significant Assets: Cash equivalents (Note 5) $ 164,694 $ 164,694 $ — $ — Short-term investments (Note 5) 14,684 14,684 — — Total $ 179,378 $ 179,378 $ — $ — Liabilities: Contingent purchase price consideration 874 — — 874 Total $ 874 $ — $ — $ 874 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Geographic Information [Abstract] | |
Revenue by Geographic Areas | The following is geographical information regarding our revenues for the years ended December 31, 2023, 2022 and 2021 and our long-lived assets as of December 31, 2023 and 2022 (in thousands): 2023 2022 2021 Revenue: United States $ 153,336 $ 87,510 $ 288,961 Rest of world 2,978 10,514 6,704 $ 156,314 $ 98,024 $ 295,665 |
Long-lived Assets by Geographic Areas | In the table above, revenue by geographic region is allocated based on the domicile of our respective business operations. 2023 2022 Long-lived Assets: United States $ 138,896 $ 132,382 Rest of world 3,861 5,088 Total $ 142,757 $ 137,470 |
Description of Business (Narrat
Description of Business (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||
Cash, cash equivalents and short term investment | $ 76,100 | ||||
Percentage of reduced workforce | 25% | ||||
Cash and cash equivalents | 76,110 | $ 178,674 | $ 291,931 | ||
Decrease cash, cash equivalents and short term investment | 117,200 | ||||
Accumulated deficit | 1,955,668 | $ 1,709,907 | |||
Subordinated Notes [Member] | |||||
Product Information [Line Items] | |||||
Debt instrument, face amount | $ 13,000 | ||||
Debt instrument maturity month and year | 2025-02 | ||||
MiNK Therapeutics, Inc. | |||||
Product Information [Line Items] | |||||
Cash and cash equivalents | $ 6,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Basis of Presentation and Principles of Consolidation) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) Subsidiary | |
Summary of Significant Accounting Policies [Line Items] | |
Number of subsidiaries owned less than 100% | Subsidiary | 2 |
Other income (expense) | |
Summary of Significant Accounting Policies [Line Items] | |
Gain on deconsolidation of certain foreign subsidiaries | $ | $ 132,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Segment Information) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 Segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 4 |
Number of reportable segment | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Accounts Receivable) (Narrative) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Property, Plant and Equipment) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Depreciation | $ 11.9 | $ 4.7 | $ 4.6 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Fair Value of Financial Instruments) (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Long-term Debt, Gross | $ 13.1 | $ 13.6 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Revenue Recognition) (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
One collaboration partner [Member] | Customer Concentration Risk [Member] | Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 73% | 72% | 74% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Foreign Currency Transactions) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Foreign Currency [Abstract] | |||
Foreign Currency Transaction Gain (Loss), before Tax | $ (0.1) | $ (0.4) | $ 1 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,980 | 1,980 | 1,980 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 42,827 | 35,985 | 32,764 |
Non-vested Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 543 | 356 | 1,018 |
Series A-1 convertible preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 333 | 333 | 333 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Goodwill) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Goodwill negative carrying amount | $ 24,100,000 |
Impairment of goodwill | $ 0 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Recent Accounting Pronouncements) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201704Member |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) | 12 Months Ended | ||
Dec. 23, 2015 USD ($) $ / shares | Feb. 12, 2014 USD ($) | Dec. 31, 2021 Milestone | |
4-antibody acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Contingent Consideration | $ 40,000,000 | ||
Number of remaining milestones achieved | Milestone | 2 | ||
PhosImmune Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Contingent Consideration | $ 35,000,000 | ||
Contingent Milestone 1 [Member] | 4-antibody acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Contingent Consideration | 20,000,000 | ||
Market Capitalization | $ 300,000,000 | ||
Debt Instrument, Redemption, Threshold Trading Days | 10 days | ||
Contingent Milestone 1 [Member] | PhosImmune Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Contingent Consideration | $ 5,000,000 | ||
Debt Instrument, Redemption, Threshold Trading Days | 60 days | ||
Trading Price of our Common Stock | $ / shares | $ 8 | ||
Business combination, milestone expiration unachieved period | Dec. 23, 2020 | ||
Contingent Milestone 2 [Member] | 4-antibody acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Contingent Consideration | $ 10,000,000 | ||
Market Capitalization | $ 750,000,000 | ||
Debt Instrument, Redemption, Threshold Trading Days | 30 days | ||
Contingent Milestone 2 [Member] | PhosImmune Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Contingent Consideration | $ 15,000,000 | ||
Debt Instrument, Redemption, Threshold Trading Days | 60 days | ||
Trading Price of our Common Stock | $ / shares | $ 13 | ||
Contingent Milestone 3 [Member] | 4-antibody acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Contingent Consideration | $ 10,000,000 | ||
Market Capitalization | $ 1,000,000,000 | ||
Debt Instrument, Redemption, Threshold Trading Days | 30 days | ||
Contingent Milestone 3 [Member] | PhosImmune Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Contingent Consideration | $ 15,000,000 | ||
Debt Instrument, Redemption, Threshold Trading Days | 60 days | ||
Trading Price of our Common Stock | $ / shares | $ 19 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 25,467 |
Disposals | (805) |
Effect of foreign currency | 61 |
Ending balance | $ 24,723 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 22,099 | $ 22,376 |
Accumulated amortization | (17,688) | (16,148) |
Net carrying amount | 4,411 | 6,228 |
Indefinite-lived Intangible Assets Acquired | 2,057 | 2,036 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,841 | 16,790 |
Accumulated amortization | (15,184) | (13,782) |
Net carrying amount | $ 1,657 | $ 3,008 |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 7 years | 7 years |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 15 years | 15 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years 6 months | |
Gross carrying amount | $ 1,213 | $ 1,272 |
Accumulated amortization | (1,185) | (1,139) |
Net carrying amount | $ 28 | 133 |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years | |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years 6 months | |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,988 | 2,278 |
Accumulated amortization | (1,319) | (1,227) |
Net carrying amount | $ 669 | $ 1,051 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 2 years | 2 years |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 7 years | 7 years |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | ||
Amortization expense | $ 1.5 | $ 2.2 | $ 2.1 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2024 | 0.6 | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2025 | 0.5 | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2026 | 0.5 | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2027 | 0.4 | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2028 | $ 0.3 |
Investments (Schedule of Cash E
Investments (Schedule of Cash Equivalents and Short Term Investments) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | $ 76,100 | |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 70,485 | $ 179,378 |
Cost [Member] | Institutional Money Market Funds [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 70,485 | 149,856 |
Cost [Member] | U.S. Treasury Bills [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 0 | 29,522 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 70,485 | 179,378 |
Estimated Fair Value [Member] | Institutional Money Market Funds [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | 70,485 | 149,856 |
Estimated Fair Value [Member] | U.S. Treasury Bills [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short term investments | $ 0 | $ 29,522 |
Investments Additional Informat
Investments Additional Informations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 70,500 | $ 164,700 |
Short-term investments | 14,684 | |
Short Term Investments [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments | $ 14,700 |
Restricted Cash (Narrative) (De
Restricted Cash (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | |||
Restricted cash | $ 3,669 | $ 2,669 | $ 2,669 |
Restricted Cash (Schedule of Re
Restricted Cash (Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 76,110 | $ 178,674 | $ 291,931 | |
Restricted cash | 3,669 | 2,669 | 2,669 | |
Cash, cash equivalents and restricted cash | $ 79,779 | $ 181,343 | $ 294,600 | $ 102,505 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Schedule of Property, Plant and Equipment, net) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 195,364 | $ 187,092 |
Plant and equipment, accumulated amortization and depreciation | (61,943) | (54,075) |
Property, Plant and Equipment, Net | $ 133,421 | 133,017 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful life Indefinite [Member] | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,286 | 12,286 |
Building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,837 | 5,654 |
Property, Plant and Equipment, Useful Life | 35 years | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,448 | 5,872 |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Laboratory, manufacturing and transportation equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 64,276 | 58,914 |
Laboratory, manufacturing and transportation equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Laboratory, manufacturing and transportation equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 95,645 | 28,758 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 14 years | |
Software and computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 9,360 | 9,144 |
Property, Plant and Equipment, Useful Life | 3 years | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,512 | $ 66,464 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Narrative) (Details) - Land [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Sale of long-lived assets | $ 5.7 | $ 2.3 |
Other Income [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gain (loss) on sale of assets | $ 16.3 | $ 3.4 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Capitalized domestic expenses amortization period | 5 years | ||
Capitalized foreign expenses amortization period | 15 years | ||
Capitalized research expenditures | $ 70,879,000 | $ 41,513,000 | |
Research and development tax credits | 8,348,000 | 9,979,000 | |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 27,647,000 | 50,039,000 | $ (5,916,000) |
Income tax expense | $ 0 | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 21% | 21% | 21% |
Internal Revenue Service (IRS) [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 814,100,000 | ||
Operating loss carryforwards that do not expire | $ 308,400,000 | ||
Internal Revenue Service (IRS) [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits expiration year | 2024 | ||
Internal Revenue Service (IRS) [Member] | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits expiration year | 2034 | ||
Federal and State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards that do not expire | $ 1,700,000 | ||
Research and development tax credits | $ 7,500,000 | ||
Federal and State [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2024 | ||
Federal and State [Member] | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2043 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 390,700,000 | ||
Research and development tax credits | 1,800,000 | ||
Investment tax credit | $ 29,000 | ||
Investment tax credit expiration year | 2024 | ||
State and Local Jurisdiction [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits expiration year | 2024 | ||
State and Local Jurisdiction [Member] | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits expiration year | 2030 | ||
Foreign Tax Authority [Member] | United Kingdom [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 16,200,000 | ||
Foreign Tax Authority [Member] | Belgium [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 9,100,000 | ||
Foreign Tax Authority [Member] | Ireland [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 715,000 | ||
Foreign Tax Authority [Member] | Hong Kong [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 289,000 | ||
Foreign Tax Authority [Member] | Russia [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 1,200,000 | ||
Foreign Tax Authority [Member] | Switzerland [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 1,000,000 | ||
Operating loss carryforwards expiration year | 2030 | ||
Worldwide [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 28,600,000 | $ 50,000,000 |
Income Taxes Deferred tax asset
Income Taxes Deferred tax assets and deferred tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
U.S. Federal and State net operating loss carryforwards | $ 191,671 | $ 175,058 |
Foreign net operating loss carryforwards | 7,093 | 7,203 |
Research and development tax credits | 8,348 | 9,979 |
Share-based compensation | 5,083 | 6,163 |
Intangible Assets | 24,563 | 31,070 |
Interest expense carryforward | 12,183 | 16,140 |
Deferred Revenue | 46,025 | 51,959 |
Lease Liability | 17,709 | 19,429 |
Capitalized research expenditures | 70,879 | 41,513 |
Other | 8,773 | 6,301 |
Total deferred tax assets | 392,327 | 364,815 |
Less: valuation allowance | (376,483) | (347,869) |
Net deferred tax assets | 15,844 | 16,946 |
Foreign intangible assets | (462) | (854) |
Right of use asset | (6,761) | (7,490) |
Depreciable assets | (8,589) | (8,479) |
Other | (144) | (1,034) |
Deferred tax liabilities | (15,956) | (17,857) |
Net deferred tax liability | $ (112) | $ (911) |
Income Taxes Tax rate reconcili
Income Taxes Tax rate reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Computed “expected” Federal tax benefit | $ (54,096,000) | $ (48,438,000) | $ (5,976,000) |
Change in valuation allowance | 27,647,000 | 50,039,000 | (5,916,000) |
(Decrease) increase due to uncertain tax positions | 1,674,000 | ||
Nontaxable liquidation of subsidiaries | 1,925,000 | ||
Loan forgiveness | 1,206,000 | (1,301,000) | |
State and local income benefit, net of Federal income tax benefit | 4,565,000 | (12,533,000) | 9,242,000 |
Equity based compensation | 4,696,000 | 3,000,000 | 2,290,000 |
Foreign rate differential | (213,000) | (267,000) | (277,000) |
Change in fair value contingent consideration | (171,000) | 2,343,000 | |
Expiration of tax attributes | 14,288,000 | 10,428,000 | 571,000 |
Other, net | 1,188,000 | (3,264,000) | (2,650,000) |
Income tax benefit | $ 0 | $ 0 | $ 0 |
Income Taxes Unrecognized tax b
Income Taxes Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized Tax Benefits, Beginning balance | $ 3,291 | $ 3,148 | $ 3,614 |
Increase (decrease) related to current year positions | (6) | 3 | (484) |
Increase (decrease) related to previously recognized positions | 148 | 140 | 18 |
Unrecognized Tax Benefits, Ending balance | $ 3,433 | $ 3,291 | $ 3,148 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Payroll | $ 14,512 | $ 15,872 |
Professional fees | 7,101 | 6,946 |
Contract manufacturing costs | 7,613 | 1,848 |
Research services | 10,807 | 7,074 |
Other | 5,250 | 6,519 |
Total | $ 45,283 | $ 38,259 |
Accrued and Other Current Lia_4
Accrued and Other Current Liabilities (Schedule of Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities, Current [Abstract] | ||
Finance lease liabilities | $ 10,457 | $ 7,952 |
Other | 3,458 | 3,505 |
Total | $ 13,915 | $ 11,457 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 23, 2023 | Aug. 05, 2022 | Aug. 04, 2022 | Jul. 22, 2020 | Dec. 31, 2013 | |
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | 400,000,000 | ||||
At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc. [Member] | New Sales Agreement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares sold at the market, shares | 100,000,000 | 184,600,000 | 100,000,000 | |||||
Net proceeds from issuance of common stock | $ 133.2 | $ 99.2 | $ 197.6 | |||||
Shares sold at the market, shares | 84,400,000 | 45,100,000 | 44,200,000 | |||||
Shares sold price per share | $ 1.63 | $ 2.27 | $ 4.61 | |||||
Series A convertible preferred stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Preferred Stock, Redemption Price Per Share | $ 94.86 | |||||||
Preferred Stock, Redemption Amount | $ 31.6 | |||||||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | |||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 2.3 | $ 2.1 | ||||||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears | $ 71.67 | $ 64.92 |
Series C-1 Preferred Stock (Nar
Series C-1 Preferred Stock (Narrative) (Details) - Series C-1 Convertible Preferred Stock [Member] - USD ($) | 1 Months Ended | |
Oct. 31, 2018 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Common stock issued upon conversion of each convertible preferred stock | 12,500,000 | |
Series C-1 Convertible Preferred Stock remained outstanding | 0 | |
Stock Purchase Agreement [Member] | Certain Institutional Investors [Member] | ||
Class Of Stock [Line Items] | ||
Shares sold at the market, shares | 18,459 | |
Number of shares purchased, price per share | $ 2,167 | |
Common stock issued upon conversion of each convertible preferred stock | 1,000 | |
Preferred Stock, Redemption Price Per Share | $ 2.167 | |
Price per share premium to closing price percentage | 10% | |
Aggregate proceeds from issuance of convertible prederred stock | $ 40,000,000 | |
Net proceeds from issuance of convertible preferred stock | $ 39,900,000 |
Non-controlling Interest - Sche
Non-controlling Interest - Schedule Of Approximate Interests In Certain Consolidated Subsidiaries (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
MiNK Therapeutics, Inc. | |||
Minority Interest [Line Items] | |||
Percentage of Non-controlling interest | 37% | 22% | 21% |
SaponiQx, Inc. | |||
Minority Interest [Line Items] | |||
Percentage of Non-controlling interest | 30% | 30% | 27% |
Non-controlling Interest - Sc_2
Non-controlling Interest - Schedule Of Changes In Non-controlling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minority Interest [Line Items] | |||
Beginning balance | $ 6,376 | ||
Net loss attributable to non-controlling interest | (11,676) | $ (10,582) | $ (4,798) |
Issuance of subsidiary shares for employee bonus | 1,011 | 294 | |
Share-based compensation | 22,351 | 18,395 | 19,134 |
Sale of subsidiary shares in an initial public offering | 22,997 | ||
Issuance of subsidiary shares to noncontrolling interest | 1,011 | 294 | 10,000 |
Ending balance | 11,949 | 6,376 | |
Non-controlling Interest [Member] | |||
Minority Interest [Line Items] | |||
Beginning balance | 6,376 | 13,469 | (7,826) |
Net loss attributable to non-controlling interest | (11,676) | (10,582) | (4,798) |
Distribution of subsidiary shares to Agenus stockholders | 14,888 | ||
Purchase of subsidiary shares | (2,546) | ||
Issuance of subsidiary shares for employee stock purchase plan and exercise of options | 71 | ||
Issuance of subsidiary shares for employee bonus | 1,011 | 294 | |
Share-based compensation | 3,825 | 3,195 | 1,620 |
Sale of subsidiary shares in an initial public offering | 21,230 | ||
Issuance of subsidiary shares to noncontrolling interest | 1,011 | 294 | 3,243 |
Total other items | 17,249 | 3,489 | 26,093 |
Ending balance | $ 11,949 | $ 6,376 | $ 13,469 |
Non-controlling Interest - Addi
Non-controlling Interest - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
May 01, 2023 | Mar. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minority Interest [Line Items] | |||||
Date of declared stock dividend | Mar. 29, 2023 | ||||
Dividends common stock, shares | 5,000,000 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Close of business, date of record | Apr. 17, 2023 | ||||
Sale of subsidiary shares in an initial public offering | $ 22,997,000 | ||||
Issuance of subsidiary shares to noncontrolling interest | $ 1,011,000 | $ 294,000 | 10,000,000 | ||
Dividend Paid [Member] | |||||
Minority Interest [Line Items] | |||||
Dividends, date to be paid | May 01, 2023 | ||||
Dividend distribution price per share | $ 0.0146 | ||||
Number of fractional shares issued | 0 | ||||
MiNK Therapeutics, Inc. | |||||
Minority Interest [Line Items] | |||||
Common stock, par value | $ 0.00001 | ||||
Purchase of common stock in multiple open market transactions | $ 446,494 | ||||
Sale of subsidiary shares in an initial public offering | 21,200,000 | ||||
SaponiQx, Inc. | |||||
Minority Interest [Line Items] | |||||
Issuance of subsidiary shares to noncontrolling interest | $ 3,200,000 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans (Narrative) (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 08, 2022 | Jun. 30, 2019 | Jun. 19, 2019 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Weighted average grant-date fair value of options granted | $ 1.41 | $ 1.75 | $ 2.81 | |||
Total intrinsic value of options exercised | $ 13,000 | $ 70,000 | $ 4,200,000 | |||
Intrinsic value of shares vested | $ 11,500,000 | $ 10,900,000 | $ 5,800,000 | |||
Shares issued from exercise of options | 46,750 | |||||
Employee Stock Option | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Unrecognized share-based compensation expense | $ 20,000,000 | |||||
Unrecognized share-based compensation expense, weighted average period | 1 year 8 months 12 days | |||||
Restricted Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Unrecognized share-based compensation expense, Other than option | $ 1,500,000 | |||||
Unrecognized share-based compensation expense, weighted average period, Other than option | 3 years 7 months 6 days | |||||
2009 EIP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |||||
2009 EIP [Member] | Minimum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Vesting period | 3 years | |||||
2009 EIP [Member] | Maximum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Vesting period | 4 years | |||||
2019 EIP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 70,200,000 | |||||
Shares issued from vesting of non vested stock | 96,080 | 230,499 | 246,481 | |||
Shares issued from exercise of options | 46,750 | 103,339 | 2,502,716 | |||
2019 ESPP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 | |||||
Shares issued under ESPP | 449,391 | 326,203 | 241,507 | |||
DDCP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 775,000 | |||||
Shares issued under Director Deferred Compensation Plan | 327,253 | |||||
Shares credited under Director Deferred Compensation Plan | 775,000 | |||||
Weighted average stock price of shares credited under Director Deferred Compensation Plan | $ 3.59 | |||||
2015 IEP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,500,000 | |||||
2009 and 2019 ESPP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Proceeds from Stock Plans | $ 800,000 | $ 900,000 | $ 9,100,000 | |||
A2020 Employee Bonus | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Additional share issued for employee bonus | 1,579,651 | |||||
Share withheld to cover taxes | 550,087 | |||||
Share issued net | 1,029,564 | |||||
2021 Employee Bonus [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Additional share issued for employee bonus | 4,090,080 | |||||
Share withheld to cover taxes | 1,446,849 | |||||
Share issued net | 2,643,231 | |||||
2022 Employee Bonus [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Additional share issued for employee bonus | 4,643,808 | |||||
Share withheld to cover taxes | 1,668,767 | |||||
Share issued net | 2,975,041 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans (Schedule of Fair Value of Option Granted Estimated on Date of Grant Using Weighted Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |||
Expected volatility | 72% | 68% | 49% |
Expected term in years | 6 years | 6 years | 4 years |
Risk-free interest rate | 3.30% | 1.80% | 0.80% |
Dividend yield | 0% | 0% | 0% |
Share-Based Compensation Plan_4
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Options Outstanding, Beginning Balance | shares | 35,984,967 |
Options Granted | shares | 10,740,187 |
Options Exercised | shares | (46,750) |
Options Forfeited | shares | (2,528,596) |
Options Expired | shares | (1,322,597) |
Options Outstanding, Ending Balance | shares | 42,827,211 |
Options Vested or expected to vest | shares | 42,827,211 |
Options Exercisable | shares | 29,002,299 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 3.51 |
Options Granted, Weighted Average Exercise Price | $ / shares | 2.22 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 1.68 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 2.54 |
Options Expired, Weighted Average Exercise Price | $ / shares | 3.5 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 3.25 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 3.25 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 3.57 |
Options Outstanding, Weighted Average Remaining Contractual Term | 6 years 5 months 26 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 6 years 5 months 26 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 5 years 8 months 4 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 28,097 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | $ 28,097 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans (Summary Of Non-vested Stock Activity) (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Non-vested Shares Outstanding, Beginning Balance | shares | 355,802 |
Non-vested Shares Granted | shares | 5,381,581 |
Non-vested Shares Vested | shares | (4,739,888) |
Non-vested Shares Forfeited | shares | (454,217) |
Non-vested Shares Outstanding, Ending Balance | shares | 543,278 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 2.5 |
Non-vested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 2.34 |
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 2.45 |
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 1.89 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.86 |
Share-Based Compensation Plan_6
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 22,351 | $ 18,238 | $ 19,134 |
Research and Development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 6,237 | 4,847 | 4,528 |
General and Administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 16,114 | $ 13,391 | $ 14,606 |
License, Research and Other A_2
License, Research and Other Agreements (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jan. 25, 2016 | Dec. 05, 2014 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue Arrangement [Line Items] | |||||
Estimate of total payments for clinical trials | $ 645.4 | ||||
Clinical trials expense | 94.5 | $ 66.3 | $ 72.8 | ||
Research and Development Expense [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Clinical trials expense | 552.3 | ||||
Clinical trial expense paid | $ 507 | ||||
LICR [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
License costs | $ 1 | ||||
Type of Cost, Good or Service [Extensible List] | License [Member] | ||||
Milestone payments for license costs pre-regulatory approval | $ 12 | $ 20 | |||
Milestone payments for license costs post-regulatory approval | $ 32 | $ 80 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
May 17, 2021 USD ($) | Jan. 23, 2019 USD ($) | Dec. 20, 2018 USD ($) Option Agreement | Feb. 14, 2017 | Nov. 30, 2015 Program | Feb. 19, 2015 USD ($) Program | Jan. 09, 2015 USD ($) Program | Dec. 31, 2023 USD ($) | Oct. 31, 2021 USD ($) | Jul. 31, 2021 USD ($) | Jul. 31, 2020 USD ($) | Nov. 30, 2019 USD ($) | Mar. 31, 2012 USD ($) | Jul. 31, 2007 USD ($) | Jul. 31, 2006 USD ($) | Sep. 30, 2018 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2017 USD ($) | |
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Revenue | $ 156,314,000 | $ 98,024,000 | $ 295,665,000 | |||||||||||||||||
Shares sold at the market | 133,157,000 | 99,211,000 | 197,648,000 | |||||||||||||||||
Contract with customer, liability, revenue recognized | 12,281,000 | |||||||||||||||||||
Asset impairment charges | 0 | 6,111,000 | ||||||||||||||||||
Receivables for R & D services | $ 800,000 | 800,000 | ||||||||||||||||||
Capitalized contract , cost | 0 | 0 | ||||||||||||||||||
GSK Supply Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Milestone payments for license costs | $ 5,000,000 | |||||||||||||||||||
Additional fixed fee for license costs | $ 7,300,000 | |||||||||||||||||||
Negotiation right expiry date | 2017-03 | |||||||||||||||||||
Proceeds from negotiation right | $ 9,000,000 | |||||||||||||||||||
Proceeds from negotiation right creditable against future royalty payments | $ 2,500,000 | |||||||||||||||||||
UroGen License Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Transaction price recognized | $ 10,000,000 | |||||||||||||||||||
Proceeds from collaborators | $ 10,000,000 | |||||||||||||||||||
Revenue | 100,000 | 200,000 | 300,000 | |||||||||||||||||
GSK Agreements [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Royalty payments on net sales (as a percent) | 2% | |||||||||||||||||||
Total potential proceeds from license | $ 24,300,000 | |||||||||||||||||||
Period to receive license fees | 10 years | |||||||||||||||||||
Milestone method revenue recognized | 25,300,000 | |||||||||||||||||||
Non-cash royalty revenue recognized | $ 114,600,000 | 45,300,000 | 44,400,000 | |||||||||||||||||
Incyte Corporation [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Collaboration Agreement Termination Notice Period | 12 months | |||||||||||||||||||
Number of collaboration agreement programs | Program | 4 | |||||||||||||||||||
Discovery period of antibodies development and commercialization period | 5 years | |||||||||||||||||||
Extended discovery period of antibodies development and commercialization period | 3 years | |||||||||||||||||||
Percentage of future royalties on worldwide product sales | 67% | |||||||||||||||||||
Incyte Corporation [Member] | Agenus Inc [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Number of collaboration agreement programs | Program | 3 | |||||||||||||||||||
License Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Transaction price recognized | $ 200,000,000 | |||||||||||||||||||
Proceeds from collaborators | 200,000,000 | |||||||||||||||||||
Number of license agreement | Agreement | 1 | |||||||||||||||||||
Betta Pharmaceuticals Collaboration Agreement [Member] | Betta Pharmaceuticals Co., Ltd [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Upfront payment received | $ 15,000,000 | |||||||||||||||||||
Betta Pharmaceuticals Collaboration Agreement [Member] | Betta Pharmaceuticals Co., Ltd [Member] | Fixed Consideration [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Upfront payment received | 15,000,000 | |||||||||||||||||||
Collaborative Arrangement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Percentage of profit and costs sharing ratio | 50% | |||||||||||||||||||
Collaborative Arrangement [Member] | Gilead Sciences, Inc. [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Fee received | $ 120,000,000 | |||||||||||||||||||
Transaction price recognized | 9,500,000 | |||||||||||||||||||
Shares sold at the market | $ 30,000,000 | |||||||||||||||||||
Collaborative Arrangement [Member] | Incyte Corporation [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Proceeds from collaborators | $ 25,000,000 | |||||||||||||||||||
Royalty payments on net sales (as a percent) | 15% | |||||||||||||||||||
Proceeds from milestones recognized | $ 5,000,000 | |||||||||||||||||||
Upfront payment received related to clinical development | $ 20,000,000 | |||||||||||||||||||
Option And License Agreements [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Number of separate option and license agreements | Option | 2 | |||||||||||||||||||
Upfront license exercise fee | $ 50,000,000 | |||||||||||||||||||
Collaboration Agreement Termination Notice Period | 90 days | |||||||||||||||||||
Royalty Purchase Agreement [Member] | XOMA [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Contract with customer, liability, revenue recognized | $ 0 | 0 | 0 | |||||||||||||||||
Royalty Purchase Agreement [Member] | Incyte Corporation [Member] | XOMA [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Proceeds from milestones recognized | $ 5,000,000 | |||||||||||||||||||
Gilead Collaboration Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Contract with customer, liability, revenue recognized | 12,200,000 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Royalty payments on net sales (as a percent) | 12% | |||||||||||||||||||
Maximum [Member] | UroGen License Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Royalty payments on net sales (as a percent) | 20% | |||||||||||||||||||
Maximum [Member] | Betta Pharmaceuticals Collaboration Agreement [Member] | Betta Pharmaceuticals Co., Ltd [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Aggregate potential milestones receivable | $ 100,000,000 | |||||||||||||||||||
Maximum [Member] | Collaborative Arrangement [Member] | Incyte Corporation [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Potential milestone payments receivable | 283,500,000 | 283,500,000 | ||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Royalty payments on net sales (as a percent) | 6% | |||||||||||||||||||
Minimum [Member] | UroGen License Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Royalty payments on net sales (as a percent) | 14% | |||||||||||||||||||
Development Regulatory And Commercialization Milestones [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Reserved right to elect to co-fund of development costs (as a percent) | 30% | |||||||||||||||||||
Development Regulatory And Commercialization Milestones [Member] | Option And License Agreements [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Milestone payments receivable | $ 520,000,000 | |||||||||||||||||||
Development Regulatory And Commercialization Milestones [Member] | Maximum [Member] | UroGen License Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Potential milestone payments receivable | $ 200,000,000 | |||||||||||||||||||
Bristol Myers Squibb Company License Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Fee received | $ 200,000,000 | $ 200,000,000 | ||||||||||||||||||
Aggregate potential milestones receivable | 25,000,000 | $ 20,000,000 | ||||||||||||||||||
Bristol Myers Squibb Company License Agreement [Member] | Development Regulatory And Commercialization Milestones [Member] | Maximum [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Potential milestone payments receivable | $ 1,360,000,000 | |||||||||||||||||||
Milestone payments receivable | $ 1,320,000,000 | 1,320,000,000 | ||||||||||||||||||
Upfront License Fee [Member] | GSK Supply Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Proceeds from collaborators | $ 3,000,000 | |||||||||||||||||||
Upfront License Fee [Member] | UroGen License Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Fee received | $ 10,000,000 | |||||||||||||||||||
Profit-share Products [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Number of collaboration agreement programs | Program | 2 | |||||||||||||||||||
Milestone payments for license costs | $ 20,000,000 | |||||||||||||||||||
Royalty-bearing Products [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Number of collaboration agreement programs | Program | 1 | |||||||||||||||||||
Milestone payments for license costs | $ 155,000,000 | |||||||||||||||||||
Research and Development Revenue [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Revenue | 38,764,000 | 16,975,000 | 244,422,000 | |||||||||||||||||
Research and Development Revenue [Member] | Incyte Corporation [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Revenue | 1,400,000 | 1,600,000 | 1,200,000 | |||||||||||||||||
Research and Development Revenue [Member] | License Agreement [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Aggregate potential milestones receivable | 25,000,000 | 20,000,000 | ||||||||||||||||||
Revenue | 0 | 200,000,000 | ||||||||||||||||||
Research and Development Revenue [Member] | Betta Pharmaceuticals Collaboration Agreement [Member] | Betta Pharmaceuticals Co., Ltd [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Revenue | 0 | 700,000 | 600,000 | |||||||||||||||||
Research and Development Revenue [Member] | Collaborative Arrangement [Member] | Gilead Sciences, Inc. [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Revenue | 12,200,000 | 5,000,000 | 22,400,000 | |||||||||||||||||
Research and development services [Member] | ||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||
Revenue | $ 1,435,000 | $ 1,676,000 | $ 1,476,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Summary of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 156,314 | $ 98,024 | $ 295,665 |
License fees and milestones [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 25,000 | 5,000 | 220,000 |
Royalty sales milestone [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 25,250 | ||
Clinical product revenue [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 116 | 762 | 587 |
Research and development services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 1,435 | 1,676 | 1,476 |
Other services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 2,978 | 10,514 | 6,704 |
Recognition of deferred research and development revenue [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 12,213 | 9,537 | 22,359 |
Recognition of Deferred Grant Revenue [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 184 | ||
Non-cash royalties [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 114,572 | 45,285 | 44,355 |
United States [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 153,336 | 87,510 | 288,961 |
United States [Member] | License fees and milestones [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 25,000 | 5,000 | 220,000 |
United States [Member] | Royalty sales milestone [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 25,250 | ||
United States [Member] | Clinical product revenue [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 116 | 762 | 587 |
United States [Member] | Research and development services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 1,435 | 1,676 | 1,476 |
United States [Member] | Recognition of deferred research and development revenue [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 12,213 | 9,537 | 22,359 |
United States [Member] | Recognition of Deferred Grant Revenue [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 184 | ||
United States [Member] | Non-cash royalties [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 114,572 | 45,285 | 44,355 |
Rest of World [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 2,978 | 10,514 | 6,704 |
Rest of World [Member] | Other services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 2,978 | $ 10,514 | $ 6,704 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Deferred revenue, Beginning Balance | $ 13,412 |
Deferred revenue, Additions | 30 |
Deferred revenue, Deductions | (12,281) |
Deferred revenue, Ending Balance | $ 1,161 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development Manufacturing Services [Member] | |||
Related Party Transaction [Line Items] | |||
Total expenses | $ 450,000 | ||
Research and Development Manufacturing Services [Member] | Protagenic Therapeutics, Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Total expenses | 150,000 | $ 106,000 | $ 291,000 |
Clinical Research Services [Member] | |||
Related Party Transaction [Line Items] | |||
Total expenses | $ 450,000 | ||
Dr. Garo H. Armen [Member] | Protagenic Therapeutics, Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of equity interest in related party entity by related party | 10% |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) Facility | Dec. 31, 2021 USD ($) | |
Lessee Lease Description [Line Items] | |||
Finance lease cost, amortization of the right-of-use assets | $ 2.8 | ||
Finance lease cost, interest on the lease liabilities | 2.2 | ||
Cash payments for operating lease liabilities | 2.8 | $ 2.6 | $ 2.1 |
Cash payments for finance lease liabilities | $ 8.9 | 0.5 | $ 0.9 |
Operating lease right-of-use asset impairment loss | $ 6.1 | ||
Number of facility leases | Facility | 2 | ||
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, expiration period | 2024 | ||
Finance lease, expiration period | 2024 | ||
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, expiration period | 2036 | ||
Finance lease, expiration period | 2026 |
Leases (Schedule of Components
Leases (Schedule of Components of Lease Cost Recorded in Condensed Consolidated Statement of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 10,000 | $ 9,351 | $ 8,878 |
Finance lease cost | 5,024 | 309 | 407 |
Variable lease cost | 3,375 | 3,108 | 1,826 |
Sublease income | 0 | (613) | (595) |
Net lease cost | $ 18,399 | $ 12,155 | $ 10,516 |
Leases (Schedule of Supplementa
Leases (Schedule of Supplemental Balance Sheet Information Related to Lease) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Total operating lease right-of-use assets | $ 29,606 | $ 31,269 |
Current portion, operating lease liabilities | 2,587 | 1,943 |
Operating lease liabilities, net of current portion | 62,511 | 63,326 |
Total operating lease liabilities | 65,098 | 65,269 |
Total finance lease right-of-use assets | $ 35,629 | $ 31,764 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net of accumulated amortization and depreciation of $61,943 and $54,075 at December 31, 2023 and 2022, respectively | Property, plant and equipment, net of accumulated amortization and depreciation of $61,943 and $54,075 at December 31, 2023 and 2022, respectively |
Other current liabilities | $ 10,457 | $ 7,952 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Other long-term liabilities | $ 4,719 | $ 12,270 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Total finance lease liabilities | $ 15,176 | $ 20,222 |
Leases (Schedule of Maturities
Leases (Schedule of Maturities of Operating Lease Liabilities in Accordance With ASC 842) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating Leases, 2024 | $ 9,887 | |
Operating Leases, 2025 | 10,096 | |
Operating Leases, 2026 | 9,852 | |
Operating Leases, 2027 | 10,124 | |
Operating Leases, 2028 | 10,422 | |
Operating Leases, Thereafter | 68,916 | |
Operating Leases, Total | 119,297 | |
Operating Leases, Less imputed interest | (54,199) | |
Operating Leases, Present value of lease liabilities | 65,098 | $ 65,269 |
Finance leases, 2024 | 11,669 | |
Finance leases, 2025 | 4,831 | |
Finance leases, 2026 | 59 | |
Finance leases, 2027 | 0 | |
Finance leases, 2028 | 0 | |
Finance leases, Thereafter | 0 | |
Finance leases, Total | 16,559 | |
Finance leases, Less imputed interest | (1,383) | |
Finance leases, Present value of lease liabilities | 15,176 | $ 20,222 |
Total future lease commitments, 2024 | 21,556 | |
Total future lease commitments, 2025 | 14,927 | |
Total future lease commitments, 2026 | 9,911 | |
Total future lease commitments, 2027 | 10,124 | |
Total future lease commitments, 2028 | 10,422 | |
Total future lease commitments, Thereafter | 68,916 | |
Total future lease commitments | $ 135,856 |
Leases (Schedule of Weighted-Av
Leases (Schedule of Weighted-Average Remaining Lease Terms and Discount Rates Related to Leases) (Details) | Dec. 31, 2023 |
Leases [Abstract] | |
Operating lease, weighted average remaining lease term (in years) | 11 years 4 months 24 days |
Operating lease, weighted average discount rate | 11.30% |
Finance lease, weighted average remaining lease term (in years) | 1 year 8 months 12 days |
Finance lease, weighted average discount rate | 11.60% |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Other | $ 429 | |
Total | $ 12,914 | 13,159 |
2015 Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
2015 Subordinated Notes | 12,768 | 12,584 |
Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Debentures | $ 146 | $ 146 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2022 | Nov. 29, 2022 | May 31, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Feb. 20, 2015 | |
Debt Instrument [Line Items] | |||||||||
Principal amount of outstanding debt | $ 13,600 | $ 13,100 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 2.84 | ||||||||
Remaining debt payment | $ 462 | ||||||||
Premium over warrants exercise price | 15% | ||||||||
Loss on other expense | 6,197 | ||||||||
Paycheck Protection Program [Member] | COVID 19 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on other expense | $ 6,200 | ||||||||
Paycheck Protection Program [Member] | Promissory notes with Bank of America [Member] | COVID 19 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate loan proceeds | $ 6,200 | ||||||||
Notes 2015 [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued | 1,300,000 | ||||||||
Warrants exercise period date | Feb. 20, 2026 | ||||||||
2015 Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights | $ 5.1 | ||||||||
2015 Warrants [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued | 1,400,000 | ||||||||
Notes 2020 [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued | 650,000 | ||||||||
Warrants exercise period date | Feb. 20, 2028 | ||||||||
Senior Subordinated Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 13,000 | ||||||||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 14,000 | ||||||||
Debt instrument, interest rate, stated percentage | 8% | ||||||||
Debt instrument, debt default provisions face amount | $ 13,000 | $ 13,500 | |||||||
Debt instrument, maturity date | Feb. 20, 2025 | Feb. 20, 2023 | |||||||
Remaining debt payment | $ 500 | $ 500 | |||||||
Loss on other expense | $ 1,900 |
Liability Related to the Sale_3
Liability Related to the Sale of Future Royalties and Milestones (Schedule of Liability Account) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Liability related to sale of future royalties and milestones - beginning balance | $ 271,560 |
Non-cash royalty and milestone revenue | (114,572) |
Non-cash interest expense recognized | 100,308 |
Liability related to sale of future royalties and milestones - ending balance | 257,296 |
Less: unamortized transaction costs | (238) |
Liability related to sale of future royalties and milestones, net | 257,058 |
Period from Inception [Member] | |
Proceeds from sale of future royalties and milestones | 205,000 |
Non-cash royalty and milestone revenue | (299,490) |
Non-cash interest expense recognized | 351,786 |
Liability related to sale of future royalties and milestones - ending balance | 257,296 |
Less: unamortized transaction costs | (238) |
Liability related to sale of future royalties and milestones, net | $ 257,058 |
Liability Related to the Sale_4
Liability Related to the Sale of Future Royalties and Milestones (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 20, 2018 | Jan. 19, 2018 | Jan. 06, 2018 | Sep. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Non-cash interest expense | $ 100,308,000 | ||||||||
Royalties received, recognised revenue | 156,314,000 | $ 98,024,000 | $ 295,665,000 | ||||||
Royalty or milestone revenue recognized | 12,281,000 | ||||||||
Royalty Sales Milestone [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Royalties received, recognised revenue | 25,250,000 | ||||||||
Incyte Corporation and Merck Sharpe & Dohme [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Percentage of future milestones retained | 90% | ||||||||
Percentage of future royalties retained | 67% | ||||||||
GSK Agreements [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Non-cash royalty revenue recognized | 114,600,000 | 45,300,000 | 44,400,000 | ||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Percentage of purchase of worldwide rights to receive royalties | 100% | ||||||||
Gross proceeds received for royalty rights | $ 190,000,000 | ||||||||
Reimbursed HCR for transaction costs | 100,000 | ||||||||
Transaction costs incurred | 500,000 | ||||||||
Non-cash royalty revenue recognized | 114,600,000 | 45,300,000 | 44,400,000 | ||||||
Non-cash interest expense | $ 100,300,000 | 62,700,000 | 64,400,000 | ||||||
Effective annual interest rate | 50.80% | ||||||||
Prospective effective annual interest rate | 26.80% | ||||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Royalty Sales Milestone [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Royalties received, recognised revenue | 25,300,000 | ||||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Minimum [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Sales milestones target | $ 2,750,000,000 | ||||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Maximum [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Potential milestone payments receivable | 40,400,000 | ||||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Prior to 2024 [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Potential milestone payments receivable | 15,100,000 | $ 15,100,000 | |||||||
Sales milestones target | $ 2,000,000,000 | $ 2,000,000,000 | |||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Prior to 2026 [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Potential milestone payments receivable | $ 25,300,000 | ||||||||
Sales milestones target | $ 2,750,000,000 | ||||||||
XOMA [Member] | Royalty Purchase Agreement [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Proceeds from royalties and milestones payment | $ 15,000,000 | ||||||||
Liability related to sale of future royalties and milestones | $ 15,000,000 | ||||||||
Royalty or milestone revenue recognized | $ 0 | $ 0 | $ 0 | ||||||
XOMA [Member] | Royalty Purchase Agreement [Member] | Incyte Corporation and Merck Sharpe & Dohme [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Percentage of sold future royalties right to receive | 33% | ||||||||
Percentage of sold future milestones right to receive | 10% | ||||||||
XOMA [Member] | Royalty Purchase Agreement [Member] | Incyte Corporation [Member] | |||||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||||
Percentage of sold future royalties right to receive | 33% | ||||||||
Percentage of sold future milestones right to receive | 10% | ||||||||
Proceeds from milestones recognized | $ 5,000,000 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of transfers into or out of Levels 1 and 2 | $ 0 | |
Contingent purchase price consideration | 318,000 | $ 874,000 |
Long-term Debt, Gross | 13,100,000 | 13,600,000 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price consideration | 0 | 0 |
Debt Instrument, Fair Value Disclosure | $ 13,000,000 | $ 13,200,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 70,485 | $ 164,694 |
Short-term investments | 14,684 | |
Long-term investments | 3,222 | |
Total | 73,707 | 179,378 |
Contingent purchase price consideration | 318 | 874 |
Total | 318 | 874 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | 70,485 | 164,694 |
Short-term investments | 14,684 | |
Long-term investments | 3,222 | |
Total | 73,707 | 179,378 |
Contingent purchase price consideration | 0 | 0 |
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | |
Long-term investments | 0 | |
Total | 0 | 0 |
Contingent purchase price consideration | 0 | 0 |
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | |
Long-term investments | 0 | |
Total | 0 | 0 |
Contingent purchase price consideration | 318 | 874 |
Total | $ 318 | $ 874 |
Benefit Plans (Narrative) (Deta
Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1.3 | $ 1.2 | $ 1.1 |
Expensed plan contributions | $ 1.3 | $ 1.2 | $ 1.1 |
Geographical Information (Detai
Geographical Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 156,314 | $ 98,024 | $ 295,665 |
Long-Lived Assets | 142,757 | 137,470 | |
United States [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 153,336 | 87,510 | 288,961 |
Long-Lived Assets | 138,896 | 132,382 | |
Rest of World [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 2,978 | 10,514 | $ 6,704 |
Long-Lived Assets | $ 3,861 | $ 5,088 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] - At Market Issuance Sales Agreement [Member] shares in Millions, $ in Millions | 2 Months Ended |
Mar. 08, 2024 USD ($) shares | |
Subsequent Event [Line Items] | |
Net proceeds from issuance of common stock | $ | $ 16.7 |
Shares sold at the market, shares | shares | 24 |